OPENLANE, Inc. — Director's Dealing 2016

Aug 31, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KAR Auction Services, Inc. (KAR)
CIK: 0001395942
Period of Report: 2015-05-21

Reporting Person: Hill Mark E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-21	Common Stock	P	500	$37.799	Acquired	500	Indirect
2015-05-21	Common Stock	P	300	$37.795	Acquired	300	Indirect
2016-08-29	Common Stock	J	800	—	Disposed	0	Indirect
2016-08-29	Common Stock	J	800	—	Acquired	800	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-31	Phantom Stock	$	A	0	Acquired		Common Stock (0.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	13500	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (8743.0)	8743	Direct

Footnotes

F1: On May 21, 2015, the reporting person caused the trust to purchase 300 shares of KAR common stock for $37.795 and 500 shares of KAR common stock for $37.799.

F2: The reporting person is trustee of the R. Helen Just Revocable Living Trust Dated October 27, 1997. Members of the reporting person's immediate family are beneficiaries of the trust. The reporting person disclaims beneficial ownership of the securities held by the trust except to the extent of his pecuniary interest therein.

F3: On August 29, 2016, the reporting person caused the trust to transfer the 800 shares of KAR common stock to a brokerage account for the benefit of a member of the reporting person's immediate family for no value pursuant to the distribution of trust assets, over which the reporting person holds a power of attorney.

F4: On August 29, 2016, the reporting person caused the R. Helen Just Revocable Living Trust Dated October 27, 1997, of which the reporting person is trustee, to transfer 800 shares of KAR common stock to a brokerage account (over which the reporting person holds a power of attorney) for the benefit of a member of the reporting person's immediate family for no value pursuant to the distribution of trust assets.

F5: The reporting person disclaims beneficial ownership of the securities held by the trust except to the extent of his pecuniary interest therein.

F6: The phantom stock will convert into shares of KAR common stock on a one-for-one basis.

F7: 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 6/8/2016 at a price of $41.30 per share and will be settled only for shares of KAR common stock on a one-for-one basis. These 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.

F8: 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.

F9: 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.

F10: Reflects dividend payment of which 43.6365 shares are vested and the remaining shares will vest as follows: 4.8665 shares vest on 9/7/2016, 4.8665 shares vest on 12/7/2016, 4.8665 shares vest on 3/7/2017 and the remaining 4.8666 shares vest on 6/7/2017.