Sec Form 4 Filing - St. Hilaire Stephane @ KAR Auction Services, Inc. - 2017-08-18

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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
St. Hilaire Stephane
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)
President and CEO of ADESA
(Last) (First) (Middle)
13085 HAMILTON CROSSING BLVD.
3. Date of Earliest Transaction (MM/DD/YY)
08/18/2017
(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 08/18/2017 M 20 A $ 10 14,506.4774 ( 1 ) D
Common Stock 08/18/2017 S 20 D $ 44.36 14,486.4774 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) $ 10 08/18/2017 M 20 ( 2 ) ( 3 ) 08/20/2017 Common Stock 20 $ 10 0 D
Employee Stock Option (right to buy) $ 30.89 ( 4 ) 02/27/2024 Common Stock 38,884 ( 4 ) 38,884 D
Employee Stock Option (right to buy) $ 13.46 ( 3 ) 03/01/2020 Common Stock 72,768 72,768 D
Restricted Stock Units ( 5 ) ( 6 ) ( 6 ) Common Stock 1,072 1,072 D
Restricted Stock Units ( 5 ) ( 7 ) ( 7 ) Common Stock 2,309 2,309 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
St. Hilaire Stephane
13085 HAMILTON CROSSING BLVD.
CARMEL, IN46032
President and CEO of ADESA
Signatures
Rebecca C. Polak, as Attorney In Fact 08/22/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 1,183.3136 shares acquired (including 17.8591 shares acquired by dividend reinvestment) pursuant to the Company's Employee Stock Purchase Plan.
( 2 )Due to a clerical error, all options were previously erroneously reported as having been exercised on the Form 4 filed on May 11, 2016, when in fact the option remained unexercised solely with respect to 20 shares. The option was exercised with respect to those remaining 20 shares on August 18, 2017 prior to the option's expiration on August 20, 2017.
( 3 )All of these options are currently exercisable.
( 4 )29,163 of these options are currently exercisable and the remaining 9,721 options become exercisable on February 27, 2018, assuming continued employment through the applicable vesting date.
( 5 )Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.
( 6 )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.
( 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 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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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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