Sec Form 4 Filing - Peter Kelly @ KAR Auction Services, Inc. - 2020-02-21

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
Peter Kelly
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
(Last) (First) (Middle)
C/O: KAR AUCTION SERVICES, INC., 11299 NORTH ILLINOIS STREET
3. Date of Earliest Transaction (MM/DD/YY)
02/21/2020
(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 02/22/2020 M 2,125 A $ 0 ( 1 ) 22,936.2426 ( 2 ) D
Common Stock 02/22/2020 F( 3 ) 927 D $ 22.25 22,009.2426 D
Common Stock 02/24/2020 M 1,035 A $ 0 ( 4 ) 23,044.2426 D
Common Stock 02/24/2020 F( 3 ) 452 D $ 21.55 22,592.2426 D
Common Stock 02/24/2020 M 9,963 A $ 0 ( 4 ) 32,555.2426 D
Common Stock 02/24/2020 F( 3 ) 4,342 D $ 21.55 28,213.2426 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) $ 4.93 ( 5 ) 11/04/2021 Common Stock 170,000 170,000 D
Restricted Stock Units ( 6 ) 02/24/2020 M 1,035 ( 7 ) ( 7 ) Common Stock 1,035 $ 0 0 D
Restricted Stock Units ( 6 ) ( 8 ) ( 8 ) Common Stock 1,780 1,780 D
Restricted Stock Units ( 6 ) 02/22/2020 M 2,125 ( 9 ) ( 9 ) Common Stock 2,125 $ 0 4,250 D
Restricted Stock Units ( 6 ) 02/24/2020 M 9,963 ( 10 ) ( 10 ) Common Stock 9,963 $ 0 0 D
Restricted Stock Units ( 6 ) ( 11 ) ( 11 ) Common Stock 8,323.866 8,323.866 D
Restricted Stock Units ( 6 ) ( 12 ) ( 12 ) Common Stock 13,997.263 13,997.263 D
Restricted Stock Units ( 6 ) 02/21/2020 A 15,169 ( 13 ) ( 13 ) Common Stock 15,169 $ 0 15,169 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Peter Kelly
C/O: KAR AUCTION SERVICES, INC.
11299 NORTH ILLINOIS STREET
CARMEL, IN46032
President
Signatures
Charles S. Coleman as Attorney-In-Fact 02/25/2020
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, 2020.
( 2 )Includes 636.157 shares acquired 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, 2020.
( 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 were subject to a time-vesting requirement and vested and settled 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 vested on February 24, 2020.
( 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 vested 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 vested and settled in common stock on February 24, 2020.
( 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.
( 12 )These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock on February 22, 2022, assuming continued employment through the applicable vesting date.
( 13 )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 21, 2021, one-third of these restricted stock units vest on February 21, 2022 and the remaining one-third of these restricted stock units vest on February 21, 2023, assuming continued employment through the applicable vesting date.

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