Sec Form 4 Filing - Loughmiller Eric M. @ KAR Auction Services, Inc. - 2017-03-07

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 Loughmiller Eric M. 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) EVP & CFO (Last) (First) (Middle) C/O: KAR AUCTION SERVICES, INC., 13085 HAMILTON CROSSING BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 03/07/2017 (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 03/07/2017 A 38,979.215 ( 1 ) A $ 0 ( 2 ) 140,257.0328 ( 3 ) D Common Stock 03/07/2017 F( 4 ) 17,815 D $ 44.72 122,442.0328 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) $ 30.89 ( 5 ) 02/27/2024 Common Stock 97,204 97,204 D Restricted Stock Units ( 6 ) ( 7 ) ( 7 ) Common Stock 2,977 2,977 D Restricted Stock Units ( 2 ) ( 8 ) ( 8 ) Common Stock 6,288 6,288 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Loughmiller Eric M. C/O: KAR AUCTION SERVICES, INC. 13085 HAMILTON CROSSING BLVD. CARMEL, IN46032 EVP & CFO Signatures Rebecca C. Polak as Attorney In Fact 03/09/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The number of performance-based restricted stock units that vested was determined as follows: (1) fifty percent was determined based on the Company's total stockholder return relative to that of companies within the S&P 500 Index over a three-year period from February 27, 2014 through February 27, 2017; and (2) fifty percent was determined based on the Company's cumulative adjusted net income per share exceeding certain levels over the three-year period beginning on January 1, 2014 and ending on December 31, 2016. ( 2 )Each performance-based restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. The performance-based restricted stock units vested into common stock on March 7, 2017. ( 3 )Includes 621.8178 shares acquired (including 12.6560 shares acquired by dividend reinvestment) pursuant to the Company's Employee Stock Purchase Plan on May 31, 2016. ( 4 )Shares withheld by the Company to satisfy tax withholding requirements. ( 5 )72,903 of these options are currently exercisable and the remaining 24,301 options become exercisable on February 27, 2018, assuming continued employment through the applicable vesting date. ( 6 )Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. ( 7 )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 February 20, 2016, one-third of these restricted stock units vested on February 20, 2017 and the remaining one-third of these restricted stock units vest on February 20, 2018, assuming continued employment through the applicable vesting date. ( 8 )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 February 23, 2017, one-third of these restricted stock units vest on February 22, 2018 and the remaining one-third of these restricted stock units vest on February 22, 2019, assuming continued employment through the applicable vesting date.

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