OPENLANE, Inc. — Director's Dealing 2017

Feb 22, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KAR Auction Services, Inc. (KAR)
CIK: 0001395942
Period of Report: 2017-02-20

Reporting Person: Vignes David (EVP of Enterprise Optimization)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-20	Common Stock	M	580	—	Acquired	580	Direct
2017-02-20	Common Stock	F	196	$46.48	Disposed	384	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-20	Restricted Stock Units	$	M	580	Disposed		Common Stock (580.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1012.8178	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$18.8	2021-05-05	Common Stock (14525.0)	14525	Direct
Employee Stock Option (right to buy)	$13.46	2020-03-01	Common Stock (48725.0)	48725	Direct

Footnotes

F1: Includes 621.8178 shares acquired (including 12.6560 shares acquired by dividend reinvestment) pursuant to the Company's Employee Stock Purchase Plan on May 31, 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 20, 2017.

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

F4: These options are currently exercisable.

F5: 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.