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Filing Details

Accession Number:: 0001179110-13-013185
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-08-15 16:20:53
Reporting Period:: 2013-08-13

Filing Date:: 2013-08-15
Accepted Time:: 2013-08-15 16:20:53
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
1477999	J. Thomas Caruso	13085 Hamilton Crossing Blvd. Carmel IN 46032	President & Ceo Of Adesa	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	2013-08-13	811	$24.25	1,967	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 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	175,880	175,880	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	179,120	179,120	Direct
Common Stock	Employee Stock Option (right to buy)	$14.44	2021-02-25	100,000	100,000	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2017-08-20	175,880	175,880	Direct
2018-08-19	54,800	54,800	Direct
2020-03-01	179,120	179,120	Direct
2021-02-25	100,000	100,000	Direct

Footnotes

Reflects sales of shares of common stock of KAR Auction Services, Inc. (the "Company") in a secondary offering by KAR Holdings II, LLC that closed on August 13, 2013.
Includes 1,967 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.
43,970 of these options are service options that became exercisable as of the effective date of the Company's initial public offering.
131,910 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.
44,780 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% of these options become exercisable on 3/1/2014.
134,340 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 2/25/2012, 25% of these options become exercisable on 2/25/2013, 25% of these options become exercisable on 2/25/2014, and the remaining 25% of these options become exercisable on 2/25/2015.