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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* POLAK REBECCA C. (Last) (First) (Middle) C/O: KAR AUCTION SERVICES, INC. 13085 HAMILTON CROSSING BLVD. (Street) CARMEL IN 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) Director 10% Owner X Officer (give title below) Other (specify below) EVP, Gen. Counsel & Secretary
	3. Date of Earliest Transaction (Month/Day/Year) 03/07/2017
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/07/2017		A		14,032.9446(1)	A	$0(2)	42,993.1479	D
Common Stock	03/07/2017		F(3)		6,599	D	$44.72	36,394.1479	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$10							(4)	05/06/2019	Common Stock	176,720		176,720	D
Employee Stock Option (right to buy)	$30.89							(5)	02/27/2024	Common Stock	34,996		34,996	D
Restricted Stock Units	(6)							(7)	(7)	Common Stock	953		953	D
Restricted Stock Units	(2)							(8)	(8)	Common Stock	2,214		2,214	D

Explanation of Responses:

1. The number of performance-based restricted stock units that vested was determined as follows: (1) fifty percent was determined based on the Company's total stockholder return relative to that of companies within the S&P 500 Index over a three-year period from February 27, 2014 through February 27, 2017; and (2) fifty percent was determined based on the Company's cumulative adjusted net income per share exceeding certain levels over the three-year period beginning on January 1, 2014 and ending on December 31, 2016.

2. Each performance-based restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. The performance-based restricted stock units vested into common stock on March 7, 2017.

3. Shares withheld by the Company to satisfy tax withholding requirements.

4. All of these options are currently exercisable.

5. 26,247 of these options are currently exercisable and the remaining 8,749 options become exercisable on February 27, 2018, assuming continued employment through the applicable vesting date.

6. Converts into common stock on a 1-for-1 basis.

7. 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 20, 2016, one-third of these restricted stock units vested on February 20, 2017 and the remaining one-third of these restricted stock units vest on February 20, 2018, assuming continued employment through the applicable vesting date.

8. 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 23, 2017, one-third of these restricted stock units vest on February 22, 2018 and the remaining one-third of these restricted stock units vest on February 22, 2019, assuming continued employment through the applicable vesting date.

Remarks:

	Rebecca C. Polak	03/09/2017
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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