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Filing Details

Accession Number:: 0001181431-11-031217
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2011-05-19 17:39:14
Reporting Period:: 2011-05-18

Filing Date:: 2011-05-19
Accepted Time:: 2011-05-19 17:39:14
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	Explanation
Common Stock	Acquisiton	2011-05-18	8,000	$10.00	8,000	No	4	M	Direct
Common Stock	Disposition	2011-05-18	8,000	$20.00	0	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
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	Stock Option (right to buy)	Disposition	2011-05-18	8,000	$0.00	8,000	$10.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
167,880		2017-08-20	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	5,000	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	Stock Option (right to buy)	$12.10		2020-08-06	31,000	31,000	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2020-08-06	31,000	31,000	Direct

Footnotes

Includes 5,000 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.
35,970 of these options are service options that vest based upon the passage of time and the reporting person's continued service with the Company. On December 10, 2009, the Company's board of directors adopted resolutions providing that these options became exercisable as of the effective date of the Company's IPO.
131,910 of these options are performance options that, as of the effective date of the Company's IPO, 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.
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 become exercisable on 8/6/2011, 25% of these options become 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.