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: Hammer John C (CCO of KAR, President of ADESA)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-21	Common Stock	M	3071	—	Acquired	10014.333	Direct
2021-02-21	Common Stock	F	748	$14.78	Disposed	9266.333	Direct
2021-02-22	Common Stock	M	1992	—	Acquired	11258.333	Direct
2021-02-22	Common Stock	F	486	$14.58	Disposed	10772.333	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-22	Restricted Stock Units	$	M	1992	Disposed		Common Stock (1992.0)	Direct
2021-02-21	Restricted Stock Units	$	M	3071	Disposed		Common Stock (3071.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (1733.0)	1733	Direct
Restricted Stock Units	$		Common Stock (568.0)	568	Direct
Restricted Stock Units	$		Common Stock (16205.041)	16205.041	Direct
Restricted Stock Units	$		Common Stock (14991.892)	14991.892	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 2,083.333 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 as follows: one-third of these restricted stock units vested on March 1, 2020, one-third of these restricted stock units vest on March 1, 2021 and the remaining one-third of these restricted stock units vest on March 1, 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 13,122.663 restricted stock units are scheduled to vest and settle in common stock on February 22, 2022 and the remaining 1,869.230 restricted stock units are scheduled to vest and settle in common stock on March 1, 2022, assuming continued employment through the applicable vesting dates.

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.