Filing Details
- Accession Number:
- 0001395942-16-000296
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2016-05-11 21:57:03
- Reporting Period:
- 2016-05-09
- Filing Date:
- 2016-05-11
- Accepted Time:
- 2016-05-11 21:57:03
- 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 |
|---|---|---|---|---|---|---|---|
| 1592827 | Stephane Hilaire St. | 13085 Hamilton Crossing Blvd. Carmel IN 46032 | President And Ceo Of Adesa | No | Yes | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Acquisiton | 2016-05-09 | 5,000 | $10.00 | 5,000 | No | 4 | M | Direct | |
| Common Stock | Disposition | 2016-05-09 | 5,000 | $39.27 | 0 | No | 4 | S | Direct | |
| Common Stock | Acquisiton | 2016-05-10 | 54,355 | $10.00 | 54,355 | No | 4 | M | Direct | |
| Common Stock | Disposition | 2016-05-10 | 54,355 | $39.54 | 0 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | M | Direct | |
| No | 4 | S | Direct | |
| No | 4 | M | Direct | |
| No | 4 | S | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | Employee Stock Option (right to buy) | Disposition | 2016-05-09 | 59,355 | $10.00 | 59,355 | $10.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | 2017-08-20 | No | 4 | A | Direct |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Common Stock | 721 | Direct |
Reported Derivative Holdings
| Sec. Name | Sec. Type | Price | Date | Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|---|---|---|---|
| Common Stock | Employee Stock Option (right to buy) | $30.89 | 2024-02-27 | 38,884 | 38,884 | Direct | |
| Common Stock | Employee Stock Option (right to buy) | $13.46 | 2020-03-01 | 72,768 | 72,768 | Direct | |
| Common Stock | Restricted Stock Units | $0.00 | 2,144 | 2,144 | Direct |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 2024-02-27 | 38,884 | 38,884 | Direct |
| 2020-03-01 | 72,768 | 72,768 | Direct |
| 2,144 | 2,144 | Direct |
Footnotes
- The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.2600 to $39.2700 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, 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.
- The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $39.1700 to $39.7000 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, 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.
- These options are service options that vest based upon the passage of time and the reporting person's continued service with the Company. These options will vest as follows: 25% of these options became exercisable on 2/27/2015, 25% of these options became exercisable on 2/27/2016, 25% of these options become exercisable on 2/27/2017, and the remaining 25% of these options become exercisable on 2/27/2018.
- 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.
- 5,000 shares were exercised on 5/9/16 and 54,335 shares were exercised on 5/10/16.
- 54,355 of these performance options are currently exercisable.
- 5,598 of these service options are currently exercisable.
- 67,170 of these options are performance options that are currently exercisable.
- Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. The restricted stock units vested in common stock on 2/20/16.
- These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock as follows: one-third of these restricted stock units vested on 2/20/2016, one-third of these restricted stock units vest on 2/20/2017 and the remaining one-third of these restricted stock units vest on 2/20/2018, assuming continued employment through the applicable vesting date.
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