OPENLANE, Inc. — Director's Dealing 2017

Feb 27, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KAR Auction Services, Inc. (KAR)
CIK: 0001395942
Period of Report: 2017-02-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-23	Common Stock	M	1155	—	Acquired	1155	Direct
2017-02-23	Common Stock	F	365	$44.80	Disposed	790	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-23	Restricted Stock Units	$	A	3464	Acquired		Common Stock (3464.0)	Direct
2017-02-23	Restricted Stock Units	$	M	1155	Disposed		Common Stock (1155.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2024.1912	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

Footnotes

F1: Includes 597.1912 shares acquired (including 4.2121 shares acquired by dividend reinvestment) pursuant to the Company's Employee Stock Purchase Plan on November 30, 2016.

F2: 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 February 23, 2017.

F3: Shares withheld by the Company to satisfy tax withholding requirements.

F4: 19,442 of these options are currently exercisable, 9,721 of these options become exercisable on February 27, 2017 and the remaining 9,721 options become exercisable on February 27, 2018, assuming continued employment through the applicable vesting date.

F5: All of these options are currently exercisable.

F6: Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.

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 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.

F8: The compensation committee certified on February 23, 2017 that the Company achieved the 2016 net income performance goal for the restricted stock unit awards granted in 2016 under the KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan. 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.

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.