SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Hill Mark E

(Last)

(First)

(Middle)

13085 HAMILTON CROSSING BLVD.

(Street)

CARMEL

46032

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
KAR Auction Services, Inc. [ KAR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								13,500	D
Common Stock	05/21/2015		P⁽¹⁾		500	A	$37.799	500	I	R. Helen Just Revocable Living Trust Dated October 27, 1997⁽²⁾
Common Stock	05/21/2015		P⁽¹⁾		300	A	$37.795	300	I	R. Helen Just Revocable Living Trust Dated October 27, 1997⁽²⁾
Common Stock	08/29/2016		J⁽³⁾		800	D	$0⁽³⁾	0	I	R. Helen Just Revocable Living Trust Dated October 27, 1997⁽²⁾
Common Stock	08/29/2016		J⁽⁴⁾		800	A	$0⁽⁴⁾	800	I	Family Member's Brokerage Account⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock	⁽⁶⁾							⁽⁷⁾⁽⁸⁾	⁽⁸⁾	Common Stock	8,743		8,743	D
Phantom Stock	⁽⁶⁾	08/31/2016		A		0		⁽⁸⁾	⁽⁸⁾	Common Stock	0.0	$41.49	348.1202⁽⁹⁾⁽¹⁰⁾	D

Explanation of Responses:

1. On May 21, 2015, the reporting person caused the trust to purchase 300 shares of KAR common stock for $37.795 and 500 shares of KAR common stock for $37.799.

2. The reporting person is trustee of the R. Helen Just Revocable Living Trust Dated October 27, 1997. Members of the reporting person's immediate family are beneficiaries of the trust. The reporting person disclaims beneficial ownership of the securities held by the trust except to the extent of his pecuniary interest therein.

3. On August 29, 2016, the reporting person caused the trust to transfer the 800 shares of KAR common stock to a brokerage account for the benefit of a member of the reporting person's immediate family for no value pursuant to the distribution of trust assets, over which the reporting person holds a power of attorney.

4. On August 29, 2016, the reporting person caused the R. Helen Just Revocable Living Trust Dated October 27, 1997, of which the reporting person is trustee, to transfer 800 shares of KAR common stock to a brokerage account (over which the reporting person holds a power of attorney) for the benefit of a member of the reporting person's immediate family for no value pursuant to the distribution of trust assets.

5. The reporting person disclaims beneficial ownership of the securities held by the trust except to the extent of his pecuniary interest therein.

6. The phantom stock will convert into shares of KAR common stock on a one-for-one basis.

7. Represents director fees deferred in the reporting person's account in the KAR Auction Services, Inc. Directors Deferred Compensation Plan. Shares of restricted stock were granted on 6/8/2016 at a price of $41.30 per share and will be settled only for shares of KAR common stock on a one-for-one basis. These shares of restricted stock were granted pursuant to the KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan and one-fourth of the grant vests every three months from the date of the grant and such grant is subject to forfeiture until vested.

8. The reporting person will receive shares of KAR common stock, on a one-for-one basis, at a future date(s) specified by him pursuant to the deferred compensation plan.

9. Reflects the reinvestment of dividend equivalents in additional shares of phantom stock pursuant to the terms of the KAR Auction Services, Inc. Directors Deferred Compensation Plan.

10. Reflects dividend payment of which 43.6365 shares are vested and the remaining shares will vest as follows: 4.8665 shares vest on 9/7/2016, 4.8665 shares vest on 12/7/2016, 4.8665 shares vest on 3/7/2017 and the remaining 4.8666 shares vest on 6/7/2017.

Remarks:

	Rebecca C. Polak as Attorney In Fact	08/31/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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