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: Byrd Warren W (EVP of Corp Dev & Real Estate)

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	215	$46.48	Disposed	365	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	987.8178	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 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.