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: Larson John P. (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-05	Phantom Stock	$	A	63.1026	Acquired		Common Stock (63.1026)	Direct

Holdings (Derivative)

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

Footnotes

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

F2: 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.

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: 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 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.