OPENLANE, Inc. — Director's Dealing 2021

Mar 4, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KAR Auction Services, Inc. (KAR)
CIK: 0001395942
Period of Report: 2021-03-02

Reporting Person: HALLETT JAMES P (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-02	Common Stock	M	5766	—	Acquired	451480.6823	Direct
2021-03-02	Common Stock	F	2378	$13.99	Disposed	449102.6823	Direct
2021-03-02	Common Stock	M	54311	—	Acquired	503413.6823	Direct
2021-03-02	Common Stock	F	2880	$13.99	Disposed	500533.6823	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-02	Restricted Stock Units	$	M	5766	Disposed		Common Stock (5766.0)	Direct
2021-03-02	Restricted Stock Units	$	M	54311	Disposed		Common Stock (54311.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$11.74	2024-02-27	Common Stock (194404.0)	194404	Direct
Restricted Stock Units	$		Common Stock (6676.0)	6676	Direct
Restricted Stock Units	$		Common Stock (45490.191)	45490.191	Direct
Restricted Stock Units	$		Common Stock (28244.0)	28244	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, 2021.

F2: Includes 3,967.5593 shares acquired pursuant to the Company's Employee Stock Purchase Plan.

F3: Shares withheld by the Company to satisfy tax withholding requirements.

F4: All of these options are currently exercisable.

F5: Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.

F6: These restricted stock units were subject to a time-vesting requirement and vested and settled in common stock as follows: one-third of these restricted stock units vested on March 2, 2019, one-third of these restricted stock units vested on March 2, 2020 and the remaining one-third of these restricted stock units vested on March 2, 2021.

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 vested on February 22, 2020, one-third of these restricted stock units vested 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.

F8: These restricted stock units were subject to a time-vesting requirement and vested and settled in common stock on March 2, 2021.

F9: These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock on February 22, 2022, assuming continued employment through the applicable vesting date.

F10: 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 21, 2021, one-third of these restricted stock units vest on February 21, 2022 and the remaining one-third of these restricted stock units vest on February 21, 2023, assuming continued employment through the applicable vesting date.