OPENLANE, Inc. — Director's Dealing 2016

Jul 7, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KAR Auction Services, Inc. (KAR)
CIK: 0001395942
Period of Report: 2016-07-05

Reporting Person: Money James E. II (AFC President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-05	Restricted Stock Units	$	A	6.4721	Acquired		Common Stock (6.4721)	Direct
2016-07-05	Restricted Stock Units	$	A	10.254	Acquired		Common Stock (10.254)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6750	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$16.07	2022-02-28	Common Stock (32000.0)	32000	Direct
Employee Stock Option (right to buy)	$16.264	2018-02-07	Common Stock (26600.0)	26600	Direct

Footnotes

F1: All shares are currently exercisable.

F2: Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.

F3: These restricted stock units and dividend equivalents remain subject to a time-vesting requirement and are scheduled to vest and settle into common stock as follows: half of these restricted stock units and dividend equivalents will vest on 2/20/2017 and the remaining half of these restricted stock units and dividend equivalents will vest on 2/20/2018, assuming continued employment through the applicable vesting date.

F4: These restricted stock units and dividend equivalents remain subject to a time-vesting requirement and are scheduled to vest and settle into common stock as follows: one-third of these restricted stock units and dividend equivalents will vest on 2/22/2017, one-third of these restricted stock units and dividend equivalents will vest on 2/22/2018 and the remaining one-third of these restricted stock units and dividend equivalents will vest on 2/22/2019, assuming continued employment through the applicable vesting date.