OPENLANE, Inc. — Director's Dealing 2016

Feb 23, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KAR Auction Services, Inc. (KAR)
CIK: 0001395942
Period of Report: 2016-02-20

Reporting Person: Price Lisa A. (EVP of Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-20	Common Stock	M	536	—	Acquired	536	Direct
2016-02-20	Common Stock	P	199	$33.90	Disposed	337	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-20	Restricted Stock Units	$	M	536	Disposed		Common Stock (536.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$30.89	2024-02-27	Common Stock (17500.0)	17500	Direct
Employee Stock Options (right to buy)	$18.8	2021-05-05	Common Stock (15000.0)	15000	Direct
Employee Stock Options (right to buy)	$10.0	2017-08-20	Common Stock (5140.0)	5140	Direct

Footnotes

F1: Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. The restricted stock units vested in common stock on 2/20/16.

F2: Shares withheld by the Company to satisfy minimum tax withholding requirements.

F3: These options are service options that vest based upon the passage of time and the reporting person's continued service with the Company. 4,375 of these options are currently exercisable. 4,375 of these options become exercisable on 2/27/16, 4,375 of these options become exercisable on 2/27/17, and the remaining 4,375 options become exercisable on 2/27/18.

F4: An additional condition to vesting is that the reporting person must be a director, officer, employee, consultant or agent of the Company or any of its subsidiaries on the date on which the conditions set forth above are satisfied.

F5: These options are service options that vest based upon the passage of time and the reporting person's continued service with the Company. 15,000 of these options are currently exercisable.

F6: These options are performance options that are currently exercisable.

F7: These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock as follows: one-third of these restricted stock units vest on 2/20/2016, one-third of these restricted stock units vest on 2/20/2017 and the remaining one-third of these restricted stock units vest on 2/20/2018, assuming continued employment through the applicable vesting date.