OPENLANE, Inc. — Director's Dealing 2017

Nov 16, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KAR Auction Services, Inc. (KAR)
CIK: 0001395942
Period of Report: 2017-11-14

Reporting Person: Gottwald Donald S. (COO & Chief Strategy Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-11-14	Common Stock	M	10000	$10	Acquired	14515.5137	Direct
2017-11-14	Common Stock	S	10000	$48.1425	Disposed	4515.5137	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-11-14	Employee Stock Option (right to buy)	$10.0	M	10000	Disposed	2019-05-06	Common Stock (10000.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (1638.0)	1638	Direct
Restricted Stock Units	$		Common Stock (3562.0)	3562	Direct

Footnotes

F1: Includes 1,204.5137 shares acquired (including 37.5652 shares acquired by dividend reinvestment) pursuant to the Company's Employee Stock Purchase Plan.

F2: This transaction was effected pursuant to a Rule 10b5-1 Plan adopted by the reporting person on June 2, 2017.

F3: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $47.8700 to $48.3400 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F4: All of these options are currently exercisable.

F5: Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.

F6: 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 vested on February 20, 2016, one-third of these restricted stock units vested on February 20, 2017 and the remaining one-third of these restricted stock units vest on February 20, 2018, assuming continued employment through the applicable vesting date.

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 vested on February 23, 2017, one-third of these restricted stock units vest on February 22, 2018 and the remaining one-third of these restricted stock units vest on February 22, 2019, assuming continued employment through the applicable vesting date.