0001209191-13-040941.txt : 20130815
0001209191-13-040941.hdr.sgml : 20130815
20130815172341
ACCESSION NUMBER: 0001209191-13-040941
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20130813
FILED AS OF DATE: 20130815
DATE AS OF CHANGE: 20130815
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: KAR Auction Services, Inc.
CENTRAL INDEX KEY: 0001395942
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500]
IRS NUMBER: 208744739
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 13085 HAMILTON CROSSING BOULEVARD
CITY: CARMEL
STATE: IN
ZIP: 46032
BUSINESS PHONE: (800) 923-3725
MAIL ADDRESS:
STREET 1: 13085 HAMILTON CROSSING BOULEVARD
CITY: CARMEL
STATE: IN
ZIP: 46032
FORMER COMPANY:
FORMER CONFORMED NAME: KAR Holdings, Inc.
DATE OF NAME CHANGE: 20070409
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KELSO INVESTMENT ASSOCIATES VII LP
CENTRAL INDEX KEY: 0001275587
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34568
FILM NUMBER: 131043177
BUSINESS ADDRESS:
STREET 1: 320 PARK AVENUE
STREET 2: 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-751-3939
MAIL ADDRESS:
STREET 1: 320 PARK AVENUE
STREET 2: 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Matlin Howard A.
CENTRAL INDEX KEY: 0001570938
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34568
FILM NUMBER: 131043178
MAIL ADDRESS:
STREET 1: C/O KELSO & COMPANY
STREET 2: 320 PARK AVENUE, 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Moore Church M
CENTRAL INDEX KEY: 0001421668
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34568
FILM NUMBER: 131043179
MAIL ADDRESS:
STREET 1: C/O KELSO & COMPANY
STREET 2: 320 PARK AVENUE, 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Collins Christopher L
CENTRAL INDEX KEY: 0001405474
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34568
FILM NUMBER: 131043181
MAIL ADDRESS:
STREET 1: C/O BUCKEYE GP HOLDINGS L.P.
STREET 2: FIVE TEK PARK, 9999 HAMILTON BLVD.
CITY: BREINIGSVILLE
STATE: PA
ZIP: 18031
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kelso GP VII, LLC
CENTRAL INDEX KEY: 0001331364
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34568
FILM NUMBER: 131043182
BUSINESS ADDRESS:
STREET 1: 320 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-751-3939
MAIL ADDRESS:
STREET 1: 320 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kelso GP VII, L.P.
CENTRAL INDEX KEY: 0001331367
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34568
FILM NUMBER: 131043183
BUSINESS ADDRESS:
STREET 1: 320 PARK AVENUE, 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-751-3939
MAIL ADDRESS:
STREET 1: 320 PARK AVENUE, 24TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GOLDBERG MICHAEL B
CENTRAL INDEX KEY: 0001034434
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34568
FILM NUMBER: 131043180
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2013-08-13
0
0001395942
KAR Auction Services, Inc.
KAR
0001275587
KELSO INVESTMENT ASSOCIATES VII LP
C/O: KELSO AND COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK
NY
10022
1
0
1
0
0001331367
Kelso GP VII, L.P.
C/O: KELSO AND COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001331364
Kelso GP VII, LLC
C/O: KELSO AND COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001405474
Collins Christopher L
C/O: KELSO AND COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001034434
GOLDBERG MICHAEL B
C/O: KELSO AND COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK
NY
10022
1
0
1
0
0001421668
Moore Church M
C/O: KELSO AND COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK
NY
10022
1
0
1
0
0001570938
Matlin Howard A.
C/O KELSO & COMPANY
320 PARK AVENUE, 24TH FLOOR
NEW YORK
NY
10022
0
0
1
0
Common Stock
2013-08-13
4
S
0
7316791
24.25
D
17763328
I
By KAR Holdings II, LLC
Reflects sales of shares of common stock of KAR Auction Services, Inc. in a secondary offering by KAR Holdings II, LLC that closed on August 13, 2013.
Includes (i) 7,242,768 shares of common stock held of record by KAR Holdings II, LLC (which are attributable to Axle Holdings II, LLC), by virtue of Kelso Investment Associates VII, L.P.'s (KIA VII) ownership interest in Axle Holdings II, LLC, (ii) 1,793,448 shares of common stock held of record by KAR Holdings II, LLC (which are attributable to Axle Holdings II, LLC), by virtue of KEP VI, LLC's (KEP VI) ownership interest in Axle Holdings II, LLC, (iii) 6,995,014 shares of common stock held of record by KAR Holdings II, LLC, by virtue of KIA VII's ownership interest in KAR Holdings II, LLC and (iv) 1,732,098 shares of common stock held of record by KAR Holdings II, LLC, by virtue of KEP VI's ownership interest in KAR Holdings II, LLC.
Kelso GP VII, LLC (GP VII LLC) is the general partner of Kelso GP VII, L.P. (GP VII LP). GP VII LP is the general partner of KIA VII. Each of GP VII LLC, GP VII LP and KIA VII disclaims beneficial ownership of the securities owned of record by KAR Holdings II, LLC, except to the extent of their respective pecuniary interests therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes.
Each of GP VII LLC, GP VII LP and KIA VII, due to their common control, could be deemed to beneficially own each other's securities. GP VII LLC disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP VII LP and KIA VII, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes.
GP VII LP disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP VII LLC and KIA VII, except, in the case of KIA VII, to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes. KIA VII disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP VII LLC and GP VII LP, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes.
KEP VI and GP VII LLC due to their common control could be deemed to beneficially own each other's securities. KEP VI disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP VII LLC, GP VII LP and KIA VII, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes. Each of GP VII LLC, GP VII LP and KIA VII disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by KEP VI, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes.
KEP VI disclaims beneficial ownership of the securities owned of record by KAR Holdings II, LLC, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
Messrs. Berney, Bynum, Connors, Goldberg, Loverro, Matelich, Nickell, Wahrhaftig, Wall, Moore, Osborne, Collins and Matlin may be deemed to share beneficial ownership of securities owned of record or beneficially owned by GP VII LLC, GP VII LP, KIA VII, KEP VI and KAR Holdings II, LLC, by virtue of their status as managing members of GP VII LLC and KEP VI, but disclaim beneficial ownership of such securities, and this report shall not be deemed an admission that any of Messrs. Berney, Bynum, Connors, Goldberg, Loverro, Matelich, Nickell, Wahrhaftig, Wall, Moore, Osborne, Collins and Matlin is the beneficial owner of these securities for purposes of Section 16 or for any other purposes.
Because an electronically filed joint filing is limited to a maximum of ten reporting persons, this Form 4 is one of two filed today reporting on the same securities by the following joint filers: Kelso Investment Associates VII, L.P.; Kelso GP VII, L.P.; Kelso GP VII, LLC; KEP VI, LLC; Philip E. Berney; Frank K. Bynum, Jr.; James J. Connors, II; Michael B. Goldberg; Frank J. Loverro; George E. Matelich; Frank T. Nickell; David I. Wahrhaftig; Thomas R. Wall, IV; Church M. Moore; Stanley de J. Osborne; Christopher L. Collins; and Howard A. Matlin.
*By: /s/ Rosanna T. Leone, as Attorney-in-Fact
2013-08-15
Kelso GP VII, L.P. By: *
2013-08-15
Kelso GP VII, LLC By: *
2013-08-15
Christopher L. Collins By: *
2013-08-15
Michael B. Goldberg By: *
2013-08-15
Church M. Moore By: *
2013-08-15
Howard A. Matlin By: *
2013-08-15