Form Type: 4

SEC EDGAR Link
Accession Number:0001395942-20-000028
Date:2020-02-19
Issuer: KAR AUCTION SERVICES, INC. (KAR)
Original Submission Date:

Reporting Person:

PETER KELLY
C/O: KAR AUCTION SERVICES, INC.
11299 NORTH ILLINOIS STREET CARMEL, IN 46032

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2020-02-19 0 $0.00 20,811 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
RESTRICTED STOCK UNITS 0.0 2020-02-19 deemed execution date A 13,997 (a) common stock 13,997 $0.00 13,997 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 4.93 2020-02-19 deemed execution date 0 ( ) 2021-11-04 common stock 170,000 $4.93 170,000 direct
RESTRICTED STOCK UNITS 0.0 2020-02-19 deemed execution date 0 ( ) common stock 1,035 $0.00 1,035 direct
RESTRICTED STOCK UNITS 0.0 2020-02-19 deemed execution date 0 ( ) common stock 1,780 $0.00 1,780 direct
RESTRICTED STOCK UNITS 0.0 2020-02-19 deemed execution date 0 ( ) common stock 6,375 $0.00 6,375 direct
RESTRICTED STOCK UNITS 0.0 2020-02-19 deemed execution date 0 ( ) common stock 9,963 $0.00 9,963 direct
RESTRICTED STOCK UNITS 0.0 2020-02-19 deemed execution date 0 ( ) common stock 8,324 $0.00 8,324 direct
Footnotes
IDfootnote
f1 includes 636.157 shares acquired pursuant to the company's employee stock purchase plan.
f2 in connection with the company's separation of iaa, inc. into an independent publicly-traded company, the exercise price of previously-issued employee stock options held by the reporting person at the time of the separation were adjusted to be equal to the product of (1) the per share exercise price of the employee stock option immediately prior to 12:01 a.m., new york city time on june 28, 2019 multiplied by (2) a fraction, the numerator of which being the per share closing trading price of company common stock, as traded on an ex-distribution basis on the last trading day immediately preceding june 28, 2019 and the denominator of which being the per share closing trading price of company common stock trading on the "regular way" basis on the last trading day immediately prior to the june 28, 2019, rounded up to the nearest whole cent.
f3 all of these options are currently exercisable.
f4 each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.
f5 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 vested 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.
f6 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.
f7 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 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.
f8 these restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock on february 24, 2020, assuming continued employment through the applicable vesting date.
f9 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.
f10 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.
f11 the number of performance restricted stock units that were converted into restricted stock units was determined based on the company's operating adjusted net income per share exceeding certain levels over the one-year period beginning on december 1, 2019 and ending on december 31, 2019.
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