OPENLANE, Inc. — Director's Dealing 2015

Jul 7, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KAR Auction Services, Inc. (KAR)
CIK: 0001395942
Period of Report: 2015-07-02

Reporting Person: Hill Mark E (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-07-02	Phantom Stock	$	A	42.1638	Acquired		Common Stock (42.1638)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	13500	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (5788.0)	5788	Direct

Footnotes

F1: The phantom stock will convert into shares of KAR common stock on a one-for-one basis.

F2: 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.

F3: Represents director fees deferred in the reporting person's account in the KAR Auction Services, Inc. Directors Deferred Compensation Plan. 2,620 shares of restricted stock were granted on 6/3/2015 at a price of $38.18 per share and will be settled only for shares of KAR common stock on a one-for-one basis. These 2,620 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.

F4: 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.

F5: Reflects dividend payment of which 23.4148 shares are vested and the remaining shares will vest as follows: 5.7490 shares vest on 9/2/2015, 4 shares vest on 12/2/2015, 5 shares vest on 3/2/2016, and the remaining 4 shares vest on 6/2/2016.