OPENLANE, Inc. — Director's Dealing 2017

Aug 22, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KAR Auction Services, Inc. (KAR)
CIK: 0001395942
Period of Report: 2017-08-18

Reporting Person: St. Hilaire Stephane (President and CEO of ADESA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-08-18	Common Stock	M	20	$10	Acquired	14506.4774	Direct
2017-08-18	Common Stock	S	20	$44.36	Disposed	14486.4774	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-08-18	Employee Stock Option (right to buy)	$10.0	M	20	Disposed	2017-08-20	Common Stock (20.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$30.89	2024-02-27	Common Stock (38884.0)	38884	Direct
Employee Stock Option (right to buy)	$13.46	2020-03-01	Common Stock (72768.0)	72768	Direct
Restricted Stock Units	$		Common Stock (1072.0)	1072	Direct
Restricted Stock Units	$		Common Stock (2309.0)	2309	Direct

Footnotes

F1: Includes 1,183.3136 shares acquired (including 17.8591 shares acquired by dividend reinvestment) pursuant to the Company's Employee Stock Purchase Plan.

F2: Due to a clerical error, all options were previously erroneously reported as having been exercised on the Form 4 filed on May 11, 2016, when in fact the option remained unexercised solely with respect to 20 shares. The option was exercised with respect to those remaining 20 shares on August 18, 2017 prior to the option's expiration on August 20, 2017.

F3: All of these options are currently exercisable.

F4: 29,163 of these options are currently exercisable and the remaining 9,721 options become exercisable on February 27, 2018, assuming continued employment through the applicable vesting date.

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.