OPENLANE, Inc. — Director's Dealing 2019

Oct 7, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KAR Auction Services, Inc. (KAR)
CIK: 0001395942
Period of Report: 2019-10-03

Reporting Person: HOWELL J MARK (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-10-03	Phantom Stock	$	A	119.376	Acquired		Common Stock (119.376)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (13809.0)	13809	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. 2,230 shares of phantom stock vest on June 4, 2020, and are 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 except 17.976 are vested. The 17.976 shares vest on June 4, 2020 and are subject to forfeiture until vested.