Form Type: 4

SEC EDGAR Link
Accession Number:0001395942-20-000031
Date:2020-02-21
Issuer: KAR AUCTION SERVICES, INC. (KAR)
Original Submission Date:

Reporting Person:

LOUGHMILLER ERIC M.
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 2020-02-22 M 2,354 a $0.00 180,138 direct
COMMON STOCK 2020-02-22 F 629 d $22.25 179,509 direct
COMMON STOCK 2020-02-24 M 1,546 a $0.00 181,055 direct
COMMON STOCK 2020-02-24 F 413 d $21.55 180,642 direct
COMMON STOCK 2020-02-24 M 14,882 a $0.00 195,524 direct
COMMON STOCK 2020-02-24 F 3,974 d $21.55 191,550 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 2020-02-24 deemed execution date M 1,546 (d) common stock 1,546 $0.00 0 direct
RESTRICTED STOCK UNITS 0.0 2020-02-22 deemed execution date M 2,354 (d) common stock 2,354 $0.00 4,707 direct
RESTRICTED STOCK UNITS 0.0 2020-02-24 deemed execution date M 14,882 (d) common stock 14,882 $0.00 0 direct
RESTRICTED STOCK UNITS 0.0 2020-02-21 deemed execution date A 15,450 (a) common stock 15,450 $0.00 15,450 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 11.74 2020-02-21 deemed execution date 0 ( ) 2024-02-27 common stock 97,204 $11.74 97,204 direct
RESTRICTED STOCK UNITS 0.0 2020-02-21 deemed execution date 0 ( ) common stock 2,735 $0.00 2,735 direct
RESTRICTED STOCK UNITS 0.0 2020-02-21 deemed execution date 0 ( ) common stock 12,793 $0.00 12,793 direct
RESTRICTED STOCK UNITS 0.0 2020-02-21 deemed execution date 0 ( ) common stock 16,038 $0.00 16,038 direct
Footnotes
IDfootnote
f1 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.
f2 includes 2,075.806 shares acquired pursuant to the company's employee stock purchase plan.
f3 shares withheld by the company to satisfy tax withholding requirements.
f4 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.
f5 all of these options are currently exercisable.
f6 each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.
f7 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.
f8 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.
f9 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.
f10 these restricted stock units vested and settled in common stock on february 24, 2020.
f11 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.
f12 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.
f13 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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