Sec Form 4 Filing - Kett John W @ IAA, Inc. - 2020-02-04

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Kett John W 2. Issuer Name and Ticker or Trading Symbol IAA, Inc. [ IAA] 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) TWO WESTBROOK CORPORATE CENTER,, SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 02/04/2020 (Street) WESTCHESTER, IL60154 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 02/04/2020 A( 1 ) 12,200 A $ 0 98,955 ( 2 ) ( 3 ) D Common Stock 02/05/2020 A( 4 ) 18,314 A $ 0 117,269 ( 2 ) ( 3 ) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kett John W TWO WESTBROOK CORPORATE CENTER, SUITE 500 WESTCHESTER, IL60154 X Chief Executive Officer Signatures John W. Kett /s/ Sidney Peryar as attorney-in-fact 02/06/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person was issued an equity award of performance restricted stock units in 2019 by KAR Auction Services, Inc. (KAR) that was converted in the spinoff of the Issuer from KAR into adjusted awards of both KAR and the Issuer with the intent to maintain the economic value of the award before and after the spin-off. These performance-based restricted stock units of the Issuer were eligible to vest based on 2019 performance. On February 4, 2020, the number of restricted stock units that was eligible to vest based on 2019 performance was determined. The number of units reported above will vest on February 17, 2022, subject to the Reporting Person's continued employment with the Issuer. Each restricted stock unit represents the right to receive one share of the Issuer's common stock. ( 2 )Includes 77,168 shares of common stock received in a pro rata distribution of the common stock of the Issuer in its spin-off from KAR, of which the reporting person was a stockholder. ( 3 )In addition to the restricted stock units reported herein, includes (i) 1,091 restricted stock units vesting on February 24, 2020, (ii) 1,930 restricted stock units vesting in two equal annual installments beginning on March 2, 2020, (iii) 3,496 restricted stock units vesting in three substantially equal annual installments beginning on February 22, 2020, and (iv) 3,070 restricted stock units vesting in three equal annual installments beginning on July 29, 2020. The restricted stock units described in clauses (i) to (iii) were received in connection with the spin-off of the Issuer from KAR. All outstanding restricted stock units of KAR were converted into adjusted awards of both KAR and the Issuer with the intent to maintain the economic value of those awards before and after the spin-off. Each restricted stock unit represents the right to receive one share of the Issuer's common stock. ( 4 )The reporting person was issued an equity grant of 18,314 restricted stock units on February 5, 2020, which will vest in three substantially equal annual installments beginning on February 5, 2021, subject to the Reporting Person's continued employment with the Issuer. Each restricted stock unit represents the right to receive one share of the Issuer's common stock.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.