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: Peter Kelly (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-21	Common Stock	M	5056	—	Acquired	203771.2426	Direct
2021-02-21	Common Stock	F	1477	$14.78	Disposed	202294.2426	Direct
2021-02-22	Common Stock	M	2125	—	Acquired	204419.2426	Direct
2021-02-22	Common Stock	F	621	$14.58	Disposed	205923.2426	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-22	Restricted Stock Units	$	M	2125	Disposed		Common Stock (2125.0)	Direct
2021-02-21	Restricted Stock Units	$	M	5056	Disposed		Common Stock (5056.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (890.0)	890	Direct
Restricted Stock Units	$		Common Stock (8323.866)	8323.866	Direct
Restricted Stock Units	$		Common Stock (13997.263)	13997.263	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 636.157 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: Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.

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 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.

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 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.

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.