OPENLANE, Inc. — Director's Dealing 2017

Mar 9, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KAR Auction Services, Inc. (KAR)
CIK: 0001395942
Period of Report: 2017-03-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-07	Common Stock	A	7016.8827	—	Acquired	8672.5031	Direct
2017-03-07	Common Stock	F	3246	$44.72	Disposed	5426.5031	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 (10000.0)	10000	Direct
Restricted Stock Units	$		Common Stock (536.0)	536	Direct
Restricted Stock Units	$		Common Stock (1132.0)	1132	Direct

Footnotes

F1: The number of performance-based restricted stock units that vested was determined as follows: (1) fifty percent was determined based on the Company's total stockholder return relative to that of companies within the S&P 500 Index over a three-year period from February 27, 2014 through February 27, 2017; and (2) fifty percent was determined based on the Company's cumulative adjusted net income per share exceeding certain levels over the three-year period beginning on January 1, 2014 and ending on December 31, 2016.

F2: Each performance-based restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. The performance-based restricted stock units vested into common stock on March 7, 2017.

F3: Includes 620.6204 shares acquired (including 11.4586 shares acquired by dividend reinvestment) pursuant to the Company's Employee Stock Purchase Plan on May 31, 2016.

F4: Shares withheld by the Company to satisfy tax withholding requirements.

F5: 13,125 of these options are currently exercisable and the remaining 4,375 options become exercisable on February 27, 2018, assuming continued employment through the applicable vesting date.

F6: All of these options are currently exercisable.

F7: Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.

F8: 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.

F9: 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.