OPENLANE, Inc. — Director's Dealing 2018

Jun 6, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KAR Auction Services, Inc. (KAR)
CIK: 0001395942
Period of Report: 2018-06-04

Reporting Person: Kestner Michael T. (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-06-04	Phantom Stock	$	A	2140	Acquired		Common Stock (2140.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5922	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (789.5653)	789.5653	Direct

Footnotes

F1: The phantom stock will convert into shares of KAR common stock on a one-for-one basis.

F2: Represents director fees deferred in the reporting person's account in the KAR Auction Services, Inc. Directors Deferred Compensation Plan. 2,140 shares of phantom stock were granted on June 4, 2018 at a price of $53.75 per share pursuant to the KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan and will be settled only for shares of KAR common stock on a one-for-one basis. One-fourth of this grant vests every three months from the date of the grant and such grant is subject to forfeiture until vested. All other shares of phantom stock are vested.

F3: The reporting person will receive shares of KAR common stock, on a one-for-one basis, at a future date(s) specified by him subject to the terms and conditions of the KAR Auction Services, Inc. Directors Deferred Compensation Plan.

F4: Reflects the reinvestment of dividend equivalents in additional shares of phantom stock pursuant to the KAR Auction Services, Inc. Directors Deferred Compensation Plan, of which all shares are vested.