Form Type: 4

SEC EDGAR Link
Accession Number:0001395942-20-000024
Date:2020-02-19
Issuer: KAR AUCTION SERVICES, INC. (KAR)
Original Submission Date:

Reporting Person:

GOTTWALD DONALD S.
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 39,546 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 7,290 (a) common stock 7,290 $0.00 7,290 direct
RESTRICTED STOCK UNITS 0.0 2020-02-19 deemed execution date 0 ( ) common stock 1,865 $0.00 1,865 direct
RESTRICTED STOCK UNITS 0.0 2020-02-19 deemed execution date 0 ( ) common stock 3,145 $0.00 3,145 direct
RESTRICTED STOCK UNITS 0.0 2020-02-19 deemed execution date 0 ( ) common stock 3,321 $0.00 3,321 direct
RESTRICTED STOCK UNITS 0.0 2020-02-19 deemed execution date 0 ( ) common stock 17,951 $0.00 17,951 direct
RESTRICTED STOCK UNITS 0.0 2020-02-19 deemed execution date 0 ( ) common stock 14,709 $0.00 14,709 direct
Footnotes
IDfootnote
f1 includes 2,667.5863 shares acquired pursuant to the company's employee stock purchase plan.
f2 each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.
f3 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.
f4 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.
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 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.
f6 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.
f7 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.
f8 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.
f9 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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