Form Type: 4

SEC EDGAR Link
Accession Number:0001395942-20-000108
Date:2020-12-11
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 2020-12-11 M 314 a $0.00 241,811 direct
COMMON STOCK 2020-12-11 F 314 d $18.75 241,497 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 2020-12-11 deemed execution date M 314 (d) common stock 314 $0.00 15,136 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 11.74 2020-12-11 deemed execution date 0 ( ) 2024-02-27 common stock 97,204 $11.74 97,204 direct
RESTRICTED STOCK UNITS 0.0 2020-12-11 deemed execution date 0 ( ) common stock 1,367 $0.00 1,367 direct
RESTRICTED STOCK UNITS 0.0 2020-12-11 deemed execution date 0 ( ) common stock 4,707 $0.00 4,707 direct
RESTRICTED STOCK UNITS 0.0 2020-12-11 deemed execution date 0 ( ) common stock 12,793 $0.00 12,793 direct
RESTRICTED STOCK UNITS 0.0 2020-12-11 deemed execution date 0 ( ) common stock 16,038 $0.00 16,038 direct
Footnotes
IDfootnote
f1 shares withheld to satisfy fica taxes due in the year the reporting person reaches retirement eligibility. each remaining restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.
f2 includes 2,075.806 shares acquired pursuant to the company's employee stock purchase plan.
f3 shares withheld to satisfy fica taxes due in the year the reporting person reaches retirement eligibility.
f4 all of these options are currently exercisable.
f5 each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.
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 vested 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 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.
f8 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.
f9 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.
f10 these restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock as follows: 4,979 of these restricted stock units vest on february 21, 2021, 5,007 of these restricted stock units vest on february 21, 2022 and the remaining 5,150 of these restricted stock units vest on february 21, 2023, assuming continued employment through the applicable vesting date.
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