OPENLANE, Inc. — Director's Dealing 2021

Nov 5, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: KAR Auction Services, Inc. (KAR)
CIK: 0001395942
Period of Report: 2021-10-27

Reporting Person: MEHRA SANJEEV K (Director)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$		Common Stock (3083831.0)		Indirect

Footnotes

F1: Reflects Series A Preferred Stock, par value $0.01 per share, of the Issuer ("Series A Preferred Stock"). The Series A Preferred Stock has no stated maturity, and is convertible at the option of the holders thereof into shares of common stock, par value $0.01 per share, of the Issuer ("Common Stock") at a conversion price as of the date of this report of $17.75 per share of Series A Preferred Stock and a conversion rate as of the date of this report of 56.3380 shares of Common Stock per share of Series A Preferred Stock, subject to adjustment as provided in the Certificate of Designations of the Series A Preferred Stock. The Issuer may mandatorily convert the Series A Preferred Stock into Common Stock at any time after the three-year anniversary of the issuance, if certain conditions are met.

F2: The securities reported are held directly by Periphas Kanga Holdings, LP. Periphas Kanga Holdings GP, LLC is the general partner of Periphas Kanga Holdings, LP and the reporting person is the Manager of SKM Periphas GP LLC, which is the Managing Member of Periphas Kanga Holdings GP, LLC.

F3: The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.