Sec Form 4 Filing - Money James E. II @ KAR Auction Services, Inc. - 2016-08-04

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Money James E. II 2. Issuer Name and Ticker or Trading Symbol KAR Auction Services, Inc. [ KAR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) AFC President (Last) (First) (Middle) 13085 HAMILTON CROSSING BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 08/04/2016 (Street) CARMEL, IN46032 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 6,750 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Employee Stock Option (right to buy) $ 16.07 ( 1 ) 02/28/2022 Common Stock 32,000 32,000 D Employee Stock Option (right to buy) $ 16.264 ( 1 ) 02/07/2018 Common Stock 26,600 26,600 D Restricted Stock Units ( 2 ) ( 3 ) ( 3 ) Common Stock 925.9585 925.9585 D Restricted Stock Units ( 2 ) ( 4 ) ( 4 ) Common Stock 1,477.2785 1,477.2785 D Restricted Stock Units ( 2 ) 08/04/2016 A 574 ( 5 ) ( 5 ) Common Stock 574 $ 42.47 574 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Money James E. II 13085 HAMILTON CROSSING BLVD. CARMEL, IN46032 AFC President Signatures Rebecca C. Polak, Attorney In Fact 08/08/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )All shares are currently exercisable. ( 2 )Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. ( 3 )These restricted stock units and dividend equivalents remain subject to a time-vesting requirement and are scheduled to vest and settle into common stock as follows: half of these restricted stock units and dividend equivalents will vest on 2/20/2017 and the remaining half of these restricted stock units and dividend equivalents will vest on 2/20/2018, assuming continued employment through the applicable vesting date. ( 4 )These restricted stock units and dividend equivalents remain subject to a time-vesting requirement and are scheduled to vest and settle into common stock as follows: one-third of these restricted stock units and dividend equivalents will vest on 2/22/2017, one-third of these restricted stock units and dividend equivalents will vest on 2/22/2018 and the remaining one-third of these restricted stock units and dividend equivalents will vest on 2/22/2019, assuming continued employment through the applicable vesting date. ( 5 )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 vest on 8/4/2017, one-third of these restricted stock units vest on 8/4/2018 and the remaining one-third of these restricted stock units vest on 8/4/2019, assuming continued employment through the applicable vesting date and assuming the performance related conditions set forth in the reporting person's award agreement are met.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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