OPENLANE, Inc. — Director's Dealing 2014

Mar 7, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KAR Auction Services, Inc. (KAR)
CIK: 0001395942
Period of Report: 2014-03-05

Reporting Person: Kestner Michael T. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-05	Common Stock	P	1500	$31.4968	Acquired	2338	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Stock	$0.0		Common Stock (838.0)	838	Direct

Footnotes

F1: The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $31.496 to $31.499, inclusive. The reporting person undertakes to provide to KAR Auction Services, Inc., any security holder of KAR Auction Services, Inc., or the staff of the Securities and Exchange Commission , upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

F2: 838 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 50% will vest on April 2, 2014 and the remaining 50% will vest on June 10, 2014.

F3: The phantom stock will convert into shares of KAR common stock on a one-for-one basis.

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 1/2/2014 at a price of $29.85 per share and will be settled only for shares of KAR common stock on a one-for-one basis.

F5: 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.