Sec Form 4 Filing - POLAK REBECCA C. @ KAR Auction Services, Inc. - 2018-06-06

Insider filing report for Changes in Beneficial Ownership
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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
POLAK REBECCA C.
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)
CLO & Sec.; Pres. TradeRev
(Last) (First) (Middle)
C/O: KAR AUCTION SERVICES, INC., 13085 HAMILTON CROSSING BLVD.
3. Date of Earliest Transaction (MM/DD/YY)
06/06/2018
(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 06/06/2018 M 4,651 A $ 10 51,041.2336 D
Common Stock 06/06/2018 S( 1 ) 4,651 D $ 55.0023 ( 2 ) 46,390.2336 D
Common Stock 06/07/2018 M 39,589 A $ 10 85,979.2336 D
Common Stock 06/07/2018 S( 1 ) 39,589 D $ 55.2026 ( 3 ) 46,390.2336 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 06/06/2018 M 44,240 ( 4 ) ( 5 ) 05/06/2019 Common Stock 44,240 $ 10 88,480 D
Employee Stock Option (right to buy) $ 30.89 ( 5 ) 02/27/2024 Common Stock 34,996 34,996 D
Restricted Stock Units ( 6 ) ( 7 ) ( 7 ) Common Stock 1,107 1,107 D
Restricted Stock Units ( 6 ) ( 8 ) ( 8 ) Common Stock 3,039 3,039 D
Restricted Stock Units ( 6 ) ( 9 ) ( 9 ) Common Stock 4,164 4,164 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
POLAK REBECCA C.
C/O: KAR AUCTION SERVICES, INC.
13085 HAMILTON CROSSING BLVD.
CARMEL, IN46032
CLO & Sec.; Pres. TradeRev
Signatures
Rebecca C. Polak 06/07/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction was effected pursuant to a Rule 10b5-1 Plan adopted by the reporting person on March 15, 2018.
( 2 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.0000 to $55.0500 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 3 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.0000 to $55.4100 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 4 )4,651 shares were exercised on June 6, 2018 and 39,589 shares were exercised on June 7, 2018.
( 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 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.
( 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 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.
( 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 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.

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