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: Money James E. II (AFC President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-21	Common Stock	M	1403	—	Acquired	20705.3891	Direct
2021-02-21	Common Stock	F	369	$14.78	Disposed	20336.3891	Direct
2021-02-22	Common Stock	M	638	—	Acquired	20974.3891	Direct
2021-02-22	Common Stock	F	183	$14.58	Disposed	20791.3891	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-22	Restricted Stock Units	$	M	638	Disposed		Common Stock (638.0)	Direct
2021-02-21	Restricted Stock Units	$	M	1403	Disposed		Common Stock (1403.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (539.0)	539	Direct
Restricted Stock Units	$		Common Stock (5042.123)	5042.123	Direct
Restricted Stock Units	$		Common Stock (4205.399)	4205.399	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: 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. The restricted stock units vested in common stock on February 22, 2021.

F4: Shares withheld by the Company to satisfy tax withholding requirements.

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: 1,403 of these restricted stock units vested on February 21, 2021, 1,410 of these restricted stock units vest on February 21, 2022 and the remaining 1,446 of these restricted stock units vest on February 21, 2023, assuming continued employment through the applicable vesting date.