OPENLANE, Inc. — Director's Dealing 2018

Jan 9, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KAR Auction Services, Inc. (KAR)
CIK: 0001395942
Period of Report: 2018-01-05

Reporting Person: HOWELL J MARK (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-05	Common Stock	$	A	67.3182	Acquired		Common Stock (67.3182)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Common Stock	$		Common Stock (9439.0)	9439	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. 2,594 shares of phantom stock were granted on June 5, 2017 at a price of $44.34 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 499.9488 shares are vested and the remaining shares will vest as follows: 19.7693 shares vest on March 5, 2018 and the remaining 19.7695 shares vest on June 5, 2018.