OPENLANE, Inc. — Director's Dealing 2024

Feb 16, 2024

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: OPENLANE, Inc. (KAR)
CIK: 0001395942
Period of Report: 2024-02-07

Reporting Person: Richer Tobin P (EVP Marketing & Communications)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10568	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Units	$		Common Stock (13334)		Direct
Employee Stock Option (right to buy)	$13.81	2031-03-04	Common Stock (6917)		Direct
Employee Stock Option (right to buy)	$13.81	2031-03-04	Common Stock (27668)		Direct
Employee Stock Option (right to buy)	$18.23	2031-06-04	Common Stock (13014)		Direct
Employee Stock Option (right to buy)	$18.23	2031-06-04	Common Stock (52055)		Direct

Footnotes

F1: These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock as follows: one-half of these restricted stock units vest on May 9, 2024 and the remaining one-half of these restricted stock units vest on May 9, 2025, assuming continued employment through the applicable vesting date.

F2: Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.

F3: These options were granted on March 4, 2021 and will vest and become exercisable in equal installments on each of the first four anniversaries of the grant date, subject to continued employment through such vesting date.

F4: These options were granted on March 4, 2021 and will become eligible to vest and become exercisable in equal 25% increments, each upon the later of the occurrence of the first four anniversaries of the grant date, respectively, and the attainment of the closing price of the Company's common stock at or above, for each respective 25% increment, $18.81, $23.81, $28.81, and $33.81, for twenty consecutive trading days, subject to continued employment through such vesting date.

F5: These options were granted on June 4, 2021 and will vest and become exercisable in equal installments on each of the first four anniversaries of the grant date, subject to continued employment through such vesting date.

F6: These options were granted on June 4, 2021 and will become eligible to vest and become exercisable in equal 25% increments, each upon the later of the occurrence of the first four anniversaries of the grant date, respectively, and the attainment of the closing price of the Company's common stock at or above, for each respective 25% increment, $23.23, $28.23, $33.23, and $38.23, for twenty consecutive trading days, subject to continued employment through such vesting date.