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: Jolliffe Lynn (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-05	Phantom Stock	$	A	42.4393	Acquired		Common Stock (42.4393)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2955	Direct

Holdings (Derivative)

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

Footnotes

F1: These shares of common stock were issued on 6/8/2016 to the reporting person as director fees and were issued pursuant to the KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan and one-fourth of the shares vest every three months from the date issued and are subject to forfeiture until vested.

F2: The phantom stock will convert into shares of KAR common stock on a one-for-one basis.

F3: The reporting person will receive shares of KAR common stock, on a one-for-one basis, at a future date(s) specified by her pursuant to the deferred compensation plan.

F4: Represents director fees deferred in the reporting person's account in the KAR Auction Services, Inc. Directors Deferred Compensation Plan.

F5: 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.

F6: Reflects dividend payment of which all shares are vested.