OPENLANE, Inc. — Director's Dealing 2014

Jun 11, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KAR Auction Services, Inc. (KAR)
CIK: 0001395942
Period of Report: 2014-06-10

Reporting Person: Kestner Michael T. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-06-10	Common Stock	A	1584	—	Acquired	3922	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-06-10	Phantom Stock	$	A	1584	Acquired		Common Stock (1584.0)	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. 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 3,168 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.