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