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Filing Details

Accession Number:: 0000769993-13-000287
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-03-14 15:06:25
Reporting Period:: 2013-03-12

Filing Date:: 2013-03-14
Accepted Time:: 2013-03-14 15:06:25
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	Director	Officer	Large Shareholder	Other
769993	Goldman Sachs & Co	200 West Street New York NY 10282	No	No	No	No
886982	Goldman Sachs Group Inc	200 West Street New York NY 10282	No	No	No	No
1232073	Goldman, Sachs Management Gp Gmbh	Messeturm Friedrich-Ebert-Anlage 49 Frankfurt Am Main 60323	No	No	No	No
1386557	Gs Capital Partners Vi Gmbh & Co Kg	200 West Street New York NY 10282	No	No	No	No
1386577	Gs Capital Partners Vi Parallel Lp	200 West Street New York NY 10282	No	No	No	No
1394278	Gscp Vi Offshore Advisors, L.l.c.	200 West Street New York NY 10282	No	No	No	No
1394285	Gs Capital Partners Vi Offshore Fund, L.p.	200 West Street New York NY 10282	No	No	No	No
1394286	Gscp Vi Advisors, L.l.c.	200 West Street New York NY 10282	No	No	No	No
1394287	Gs Capital Partners Vi Fund, L.p.	200 West Street New York NY 10282	No	No	No	No
1394288	Gs Advisors Vi, L.l.c.	200 West Street New York NY 10282	No	No	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	2013-03-12	3,789,045	$18.48	19,358,007	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnotes

Footnotes

This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Capital Partners VI Fund, L.P. ("GS Capital"), GS Capital Partners VI Offshore Fund, L.P. ("GS Offshore"), GS Capital Partners VI Parallel, L.P. ("GS Parallel"), GS Capital Partners VI GmbH & Co. KG ("GS Germany", and together with GS Capital, GS Offshore and GS Parallel, the "Limited Partnerships"), GSCP VI Advisors, L.L.C. ("GSCP Advisors"), GSCP VI Offshore Advisors, L.L.C. ("GSCP Offshore Advisors"), GS Advisors VI, L.L.C. ("GS Advisors"), Goldman, Sachs Management GP GmbH ("GS GmbH", and together with GSCP Advisors, GSCP Offshore Advisors, GS Advisors, the Limited Partnerships, Goldman Sachs and GS Group, the "Reporting Persons").
In connection with the secondary offering (the "Secondary Offering") of common stock, par value $0.01 per share (the "Common Stock"), of KAR Auction Services, Inc. (the "Company") by a selling stockholder pursuant to an underwriting agreement (the "Underwriting Agreement") and final prospectus supplement, each dated March 6, 2013, KAR Holdings II, LLC ("KAR LLC"), as selling stockholder, sold 13,000,000 shares of Common Stock of the Company at $18.48 per share, which represents the $19.25 Secondary Offering price per share of Common Stock, less the underwriting discount of $0.77 per share of Common Stock. The Secondary Offering closed on March 12, 2013.
The common interests of KAR LLC are held by a private investor group, which includes the Limited Partnerships. Goldman Sachs is a wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of the Limited Partnerships. Affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner or managing partner of the Limited Partnerships.
Pursuant to the Underwriting Agreement and in connection with the Secondary Offering, the underwriters exercised their option (the "Over-Allotment Option") to purchase additional shares of Common Stock from the selling stockholder. Goldman Sachs is one of several underwriters under the Underwriting Agreement. The Over-Allotment Option closed simultaneously with the Secondary Offering on March 12, 2013. KAR LLC sold an additional 1,950,000 shares of Common Stock pursuant to the underwriters' exercise of the Over-Allotment Option.
As of March 12, 2013, as a result of the Secondary Offering and the exercise of the Over-Allotment Option, GS Group and Goldman Sachs may be deemed to beneficially own indirectly, in the aggregate, 19,358,007 shares of Common Stock of the Company by reason of the indirect beneficial ownership of such shares by the Limited Partnerships. The Limited Partnerships may be deemed to indirectly beneficially own 19,358,007 shares of Common Stock by reason of the direct beneficial ownership of such shares by KAR LLC.
As of March 12, 2013, as a result of the Secondary Offering and the exercise of the Over-Allotment Option, GS Capital, and its general partner GSCP Advisors, may be deemed to beneficially own indirectly 9,036,139 shares of Common Stock by reason of the direct beneficial ownership of such shares by KAR LLC. GS Offshore, and its general partner GSCP Offshore Advisors, may be deemed to beneficially own indirectly 7,515,939 shares of Common Stock by reason of the direct beneficial ownership of such shares by KAR LLC. GS Parallel, and its general partner GS Advisors, may be deemed to beneficially own indirectly 2,484,784 shares of Common Stock by reason of the direct beneficial ownership of such shares by KAR LLC. GS Germany, and its general partner GS GmbH, may be deemed to beneficially own indirectly 321,145 shares of Common Stock by reason of the direct beneficial ownership of such shares by KAR LLC.
Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.