Sec Form 4 Filing - HALLETT JAMES P @ KAR Auction Services, Inc. - 2018-02-22

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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
HALLETT JAMES P
2. Issuer Name and Ticker or Trading Symbol
KAR Auction Services, Inc. [ KAR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O: KAR AUCTION SERVICES, INC., 13085 HAMILTON CROSSING BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
02/22/2018
(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 02/22/2018 M 6,988 A $ 0 ( 1 ) 263,755.9705 ( 2 ) D
Common Stock 02/22/2018 F( 3 ) 2,882 D $ 50.87 260,873.9705 D
Common Stock 02/24/2018 M 6,581 A $ 0 ( 4 ) 267,454.9705 D
Common Stock 02/24/2018 F( 3 ) 2,868 D $ 51.42 264,586.9705 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) $ 13.46 ( 5 ) 03/01/2020 Common Stock 150,000 150,000 D
Employee Stock Option (right to buy) $ 30.89 ( 6 ) 02/27/2024 Common Stock 194,404 194,404 D
Restricted Stock Units ( 7 ) 02/22/2018 M 6,988 ( 8 ) ( 8 ) Common Stock 6,988 $ 0 7,065 D
Restricted Stock Units ( 7 ) 02/24/2018 M 6,581 ( 9 ) ( 9 ) Common Stock 6,581 $ 0 13,161 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HALLETT JAMES P
C/O: KAR AUCTION SERVICES, INC.
13085 HAMILTON CROSSING BOULEVARD
CARMEL, IN46032
X Chief Executive Officer
Signatures
Rebecca C. Polak as Attorney In Fact 02/26/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. The restricted stock units vested in common stock on February 22, 2018.
( 2 )Includes 1,213.8475 shares acquired (including 46.8990 shares acquired by dividend reinvestment) pursuant to the Company's Employee Stock Purchase Plan.
( 3 )Shares withheld by the Company to satisfy tax withholding requirements.
( 4 )Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. The restricted stock units vested in common stock on February 24, 2018.
( 5 )All of these options are currently exercisable.
( 6 )145,803 of these options are currently exercisable and the remaining 48,601 options become exercisable on February 27, 2018, assuming continued employment through the applicable vesting date.
( 7 )Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.
( 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 vested 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.
( 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 vested on February 24, 2018, one-third of these restricted stock units vest 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.

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