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Filing Details

Accession Number:: 0001179110-13-012421
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-08-01 15:59:42
Reporting Period:: 2013-07-31

Filing Date:: 2013-08-01
Accepted Time:: 2013-08-01 15:59:42
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
1491615	W Warren Byrd	13085 Hamilton Crossing Blvd. Carmel IN 46032	Evp Of Corp Dev & Real Estate	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
Common Stock	Acquisiton	2013-07-31	4,122	$10.00	4,122	No	4	M	Direct
Common Stock	Disposition	2013-07-31	4,122	$24.90	0	No	4	S	Direct
Common Stock	Acquisiton	2013-07-31	2,000	$10.00	2,000	No	4	M	Direct
Common Stock	Disposition	2013-07-31	2,000	$25.00	0	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	S	Direct
No	4	M	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Employee Stock Options (right to buy)	Acquisiton	2013-07-31	2,000	$0.00	2,000	$10.00
Common Stock	Employee Stock Options (right to buy)	Acquisiton	2013-07-31	4,122	$0.00	4,122	$10.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
22,970		2014-09-30	No	4	M	Direct
103,055		2014-09-30	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	2,778	Indirect	By KAR Holdings II, LLC

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Employee Stock Options (right to buy)	$12.10		2014-09-30	23,250	23,250	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2014-09-30	23,250	23,250	Direct

Footnotes

Includes 2,778 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.
22,970 of these options are service options that became exercisable as of the effective date of the Company's initial public offering.
103,055 of these options are performance options that vest as follows: 25% of these options vested on March 1, 2013; 25% of these options vest if the closing price of a share of the Company's common stock exceeds $25.00 for twenty (20) consecutive trading days; 25% of these options vest if the closing price of a share of the Company's common stock exceeds $30.00 for twenty (20) consecutive trading days; and 25% of these options vest if the closing price of a share of the Company's common stock exceeds $35.00 for twenty (20) consecutive trading days.
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.
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 8/6/2011, 25% of these options became exercisable on 8/6/2012, 25% of these options become exercisable on 8/6/2013, and the remaining 25% become exercisable on 8/6/2014.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.86 to $24.98, inclusive. The reporting person undertakes to provide to KAR Auction Services, Inc., any security holder of KAR Auction Services, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.