OPENLANE, Inc. — Director's Dealing 2019

Mar 5, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KAR Auction Services, Inc. (KAR)
CIK: 0001395942
Period of Report: 2019-03-02

Reporting Person: Money James E. II (AFC President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-02	Common Stock	M	540	—	Acquired	13834.3891	Direct
2019-03-02	Common Stock	F	155	$47.72	Disposed	13679.3891	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-02	Restricted Stock Units	$	M	540	Disposed		Common Stock (540.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (191.0)	191	Direct
Restricted Stock Units	$		Common Stock (613.0)	613	Direct
Restricted Stock Units	$		Common Stock (1916.0)	1916	Direct

Footnotes

F1: 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 March 2, 2019.

F2: Shares withheld by the Company to satisfy tax withholding requirements.

F3: Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.

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 August 4, 2017, one-third of these restricted stock units vested on August 4, 2018 and the remaining one-third of these restricted stock units vest on August 4, 2019, assuming continued employment through the applicable vesting date and assuming the performance related conditions set forth in the reporting person's award agreement are met.

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 24, 2018, one-third of these restricted stock units vested on February 24, 2019 and the remaining one-third of these restricted stock units vest on February 24, 2020, assuming continued employment through the applicable vesting date.

F6: 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 March 2, 2019, one-third of these restricted stock units vest on March 2, 2020 and the remaining one-third of these restricted stock units vest on March 2, 2021, assuming continued employment through the applicable vesting date.

F7: 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 vest on February 22, 2020, one-third of these restricted stock units vest on February 22, 2021 and the remaining one-third of these restricted stock units vest on February 22, 2022, assuming continued employment through the applicable vesting date.