Sec Form 4 Filing - Loughmiller Eric M. @ KAR Auction Services, Inc. - 2019-12-16

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., 11299 NORTH ILLINOIS STREET 3. Date of Earliest Transaction (MM/DD/YY) 12/16/2019 (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 12/16/2019 M 441 A $ 0 ( 1 ) 178,225.389 ( 2 ) D Common Stock 12/16/2019 F( 3 ) 441 D $ 21.61 177,784.389 D Common Stock 12/16/2019 M 513 A $ 0 ( 1 ) 178,297.389 D Common Stock 12/16/2019 F( 3 ) 513 D $ 21.61 177,784.389 D Common Stock 12/16/2019 M 244 A $ 0 ( 1 ) 178,028.389 D Common Stock 12/16/2019 F( 3 ) 244 D $ 21.61 177,784.389 D Common Stock 12/16/2019 M 95 A $ 0 ( 1 ) 177,879.389 D Common Stock 12/16/2019 F( 3 ) 95 D $ 21.61 177,784.389 D Common Stock 12/16/2019 M 54 A $ 0 ( 1 ) 177,838.389 D Common Stock 12/16/2019 F( 3 ) 54 D $ 21.61 177,784.389 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) $ 11.74 ( 4 ) ( 5 ) 02/27/2024 Common Stock 97,204 97,204 D Restricted Stock Units ( 6 ) 12/16/2019 M( 1 ) 54 ( 7 ) ( 7 ) Common Stock 54 $ 0 1,546 D Restricted Stock Units ( 6 ) 12/16/2019 M( 1 ) 95 ( 8 ) ( 8 ) Common Stock 95 $ 0 2,735 D Restricted Stock Units ( 6 ) 12/16/2019 M( 1 ) 244 ( 9 ) ( 9 ) Common Stock 244 $ 0 7,061 D Restricted Stock Units ( 6 ) 12/16/2019 M( 1 ) 513 ( 10 ) ( 10 ) Common Stock 513 $ 0 14,881.73 D Restricted Stock Units ( 6 ) 12/16/2019 M( 1 ) 441 ( 11 ) ( 11 ) Common Stock 441 $ 0 12,793.01 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Office r Other Loughmiller Eric M. C/O: KAR AUCTION SERVICES, INC. 11299 NORTH ILLINOIS STREET CARMEL, IN46032 EVP & CFO Signatures Charles S. Coleman as Attorney In Fact 12/18/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares withheld to satisfy FICA taxes due in the year the reporting person reaches retirement eligibility. Each remaining restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. ( 2 )Includes 2,075.806 shares acquired (including 64.291 shares acquired by dividend reinvestment) pursuant to the Company's Employee Stock Purchase Plan. ( 3 )Shares withheld to satisfy FICA taxes due in the year the reporting person reaches retirement eligibility. ( 4 )In connection with the Company's separation of IAA, Inc. into an independent publicly-traded company, the exercise price of previously-issued employee stock options held by the reporting person at the time of the separation were adjusted to be equal to the product of (1) the per share exercise price of the employee stock option immediately prior to 12:01 a.m., New York City time on June 28, 2019 multiplied by (2) a fraction, the numerator of which being the per share closing trading price of Company common stock, as traded on an ex-distribution basis on the last trading day immediately preceding June 28, 2019 and the denominator of which being the per share closing trading price of Company common stock trading on the "regular way" basis on the last trading day immediately prior to the June 28, 2019, rounded up to the nearest whole cent. ( 5 )All of these options are currently exercisable. ( 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 24, 2018, one-third of these restricted stock units vested on February 24, 2019 and the remaining one-third of these restricted stock units vest on February 24, 2020, 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 March 2, 2019, one-third of these restricted stock units vest on March 2, 2020 and the remaining one-third of these restricted stock units vest on March 2, 2021, assuming continued employment through the applicable vesting date. ( 9 )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 February 22, 2020, one-third of these restricted stock units vest on February 22, 2021 and the remaining one-third of these restricted stock units vest on February 22, 2022, assuming continued employment through the applicable vesting date. ( 10 )These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock on February 24, 2020, assuming continued employment through the applicable vesting date. ( 11 )These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock on March 2, 2021, assuming continued employment through the applicable vesting date.

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

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