OPENLANE, Inc. — Director's Dealing 2021

Feb 23, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KAR Auction Services, Inc. (KAR)
CIK: 0001395942
Period of Report: 2021-02-21

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-21	Common Stock	M	14122	—	Acquired	447065.6823	Direct
2021-02-21	Common Stock	F	5118	$14.78	Disposed	441947.6823	Direct
2021-02-22	Common Stock	M	6677	—	Acquired	448624.6823	Direct
2021-02-22	Common Stock	F	2910	$14.58	Disposed	445714.6823	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-22	Restricted Stock Units	$	M	6677	Disposed		Common Stock (6677.0)	Direct
2021-02-21	Restricted Stock Units	$	M	14122	Disposed		Common Stock (14122.0)	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 (5766.0)	5766	Direct
Restricted Stock Units	$		Common Stock (54310.19)	54310.19	Direct
Restricted Stock Units	$		Common Stock (45490.191)	45490.191	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 February 21, 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: 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 February 22, 2021.

F5: All of these options are currently exercisable.

F6: Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.

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 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 vest on March 2, 2021, assuming continued employment through the applicable vesting date.

F8: 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.

F9: These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock on March 2, 2021, 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 on February 22, 2022, assuming continued employment through the applicable vesting date.

F11: 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.