OPENLANE, Inc. — Director's Dealing 2014

Jul 8, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KAR Auction Services, Inc. (KAR)
CIK: 0001395942
Period of Report: 2014-07-03

Reporting Person: Kestner Michael T. (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-03	Phantom Stock	$	A	19	Acquired		Common Stock (19.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3922	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (2422.0)	2422	Direct

Footnotes

F1: 1,584 of these shares are shares of restricted stock that were granted pursuant to the KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan and one-fourth of the grant vests every three months from the date of grant (June 10, 2014) and such grant is subject to forfeiture until vested.

F2: The phantom stock will convert into shares of KAR common stock on a one-for-one basis.

F3: The reporting person will receive shares of KAR common stock, on a one-for-one basis, at a future date(s) specified by him pursuant to the deferred compensation plan.

F4: Represents director fees deferred in the reporting person's account in the KAR Auction Services, Inc. Directors Deferred Compensation Plan. 2,422 of these shares of restricted stock were granted on 6/10/2014 at a price of $31.57 per share and will be settled only for shares of KAR common stock on a one-for-one basis. These 2,422 shares of restricted stock were granted pursuant to the KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan and one-fourth of the grant vests every three months from the date of the grant and such grant is subject to forfeiture until vested.

F5: Reflects the reinvestment of dividend equivalents in additional shares of phantom stock pursuant to the terms of the KAR Auction Services, Inc. Directors Deferred Compensation Plan.

F6: Reflects dividend payment of which 7 shares are vested and the remaining shares will vest as follows: 3 shares vest on 9/9/2014, 3 shares vest on 12/9/2014, 3 shares vest on 3/9/2015 and the remaining 3 shares vest on 6/9/2015.