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Filing Details

Accession Number:: 0001209191-12-057498
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-12-13 17:19:15
Reporting Period:: 2012-12-11

Filing Date:: 2012-12-13
Accepted Time:: 2012-12-13 17:19:15
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1395942	Kar Auction Services Inc.	KAR	Retail-Auto Dealers & Gasoline Stations (5500)	208744739

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1478002	David Vignes	C/O: Kar Auction Services, Inc. 13085 Hamilton Crossing Boulevard Carmel IN 46032	Evp Of Enterprise Optimization	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2012-12-11	510	$16.71	3,000	No	4	S	Indirect	By KAR Holdings II, LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	By KAR Holdings II, LLC

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	5,000	Direct

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Employee Stock Option (right to buy)	$10.00	2017-08-20	105,520	105,520	Direct
Common Stock	Employee Stock Option (right to buy)	$16.68	2018-08-19	54,800	54,800	Direct
Common Stock	Employee Stock Option (right to buy)	$13.46	2020-03-01	89,560	89,560	Direct
Common Stock	Employee Stock Option (right to buy)	$18.80	2021-05-05	50,000	50,000	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2017-08-20	105,520	105,520	Direct
2018-08-19	54,800	54,800	Direct
2020-03-01	89,560	89,560	Direct
2021-05-05	50,000	50,000	Direct

Footnotes

Reflects sales of shares of common stock of KAR Auction Services, Inc. in a secondary offering by KAR Holdings II, LLC that closed on December 11, 2012.
Includes 3,000 shares of common stock held of record by KAR Holdings II, LLC, by virtue of the reporting person's common ownership interest in KAR Holdings II, LLC. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
26,380 of these options are service options that became exercisable as of the effective date of the Company's initial public offering.
79,140 of these options are performance options that will vest as follows: 25% of these options vest if, during any consecutive 90-day period, the average closing price per share of the Company's common stock (or, the "average closing price") is at least $20.00 and the closing price per share of the Company's common stock on the last day of such 90-day period (or, the "last day closing price") is at least $17.00; the next 25% of these options vest if, during any consecutive 90-day period, the average closing price is at least $25.00 and the last day closing price is at least $21.25; the next 25% of these options vest if, during any consecutive 90-day period, the average closing price is at least $30.00 and the last day closing price is at least $25.50; and the remaining 25% of these options vest if, during any consecutive 90-day period, the average closing price is at least $35.00 and the last day closing price is at least $29.75.
An additional condition to vesting is that the reporting person must be a director, officer, employee, consultant or agent of the Company or any of its subsidiaries on the date on which the conditions set forth above are satisfied.
13,700 of these options are service options that became exercisable as of the effective date of the Company's initial public offering.
41,100 of these options are performance options that will vest as follows: 25% of these options vest if, during any consecutive 90-day period, the average closing price is at least $20.00 and the last day closing price is at least $17.00; the next 25% of these options vest if, during any consecutive 90-day period, the average closing price is at least $25.00 and the last day closing price is at least $21.25; the next 25% of these options vest if, during any consecutive 90-day period, the average closing price is at least $30.00 and the last day closing price is at least $25.50; and the remaining 25% of these options vest if, during any consecutive 90-day period, the average closing price is at least $35.00 and the last day closing price is at least $29.75.
22,390 of these options are service options that vest based upon the passage of time and the reporting person's continued service with the Company. 25% of these options became exercisable on 3/1/2011, 25% of these options became exercisable on 3/1/2012, 25% of these options become exercisable on 3/1/2013, and the remaining 25% become exercisable on 3/1/2014.
67,170 of these options are performance options that will vest as follows: 25% of these options vest if, during any consecutive 90-day period, the average closing price is at least $20.00 and the last day closing price is at least $17.00; the next 25% of these options vest if, during any consecutive 90-day period, the average closing price is at least $25.00 and the last day closing price is at least $21.25; the next 25% of these options vest if, during any consecutive 90-day period, the average closing price is at least $30.00 and the last day closing price is at least $25.50; and the remaining 25% of these options vest if, during any consecutive 90-day period, the average closing price is at least $35.00 and the last day closing price is at least $29.75.
These options are service options that vest based upon the passage of time and the reporting person's continued service with the Company. 25% of these options became exercisable on 5/5/2012, 25% of these options become exercisable on 5/5/2013, 25% of these options become exercisable on 5/5/2014, and the remaining 25% become exercisable on 5/5/2015.