0001418812-13-000077.txt : 20131115 0001418812-13-000077.hdr.sgml : 20131115 20131115164844 ACCESSION NUMBER: 0001418812-13-000077 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20131113 FILED AS OF DATE: 20131115 DATE AS OF CHANGE: 20131115 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: Birtwell Ryan M CENTRAL INDEX KEY: 0001579808 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34568 FILM NUMBER: 131224429 MAIL ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Spivy Gregory P CENTRAL INDEX KEY: 0001310679 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34568 FILM NUMBER: 131224430 MAIL ADDRESS: STREET 1: 435 PACIFIC AVENUE, FOURTH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ValueAct Holdings GP, LLC CENTRAL INDEX KEY: 0001418813 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34568 FILM NUMBER: 131224431 BUSINESS ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ValueAct Capital Management, L.P. CENTRAL INDEX KEY: 0001351069 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34568 FILM NUMBER: 131224433 BUSINESS ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ValueAct Capital Master Fund, L.P. CENTRAL INDEX KEY: 0001464912 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34568 FILM NUMBER: 131224435 BUSINESS ADDRESS: STREET 1: 435 PACIFIC AVENUE STREET 2: 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: 435 PACIFIC AVENUE STREET 2: 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ValueAct Holdings, L.P. CENTRAL INDEX KEY: 0001418814 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34568 FILM NUMBER: 131224436 BUSINESS ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ValueAct Capital Management, LLC CENTRAL INDEX KEY: 0001351073 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34568 FILM NUMBER: 131224432 BUSINESS ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VA Partners I, LLC CENTRAL INDEX KEY: 0001418812 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34568 FILM NUMBER: 131224434 BUSINESS ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 4 1 primary_doc.xml PRIMARY DOCUMENT X0306 4 2013-11-13 0 0001395942 KAR Auction Services, Inc. KAR 0001418814 ValueAct Holdings, L.P. 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO CA 94133 1 0 0 1 See Remarks 0001464912 ValueAct Capital Master Fund, L.P. 435 PACIFIC AVENUE 4TH FLOOR SAN FRANCISCO CA 94133 1 0 0 1 See Remarks 0001418812 VA Partners I, LLC 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO CA 94133 1 0 0 1 See Remarks 0001351069 ValueAct Capital Management, L.P. 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO CA 94133 1 0 0 1 See Remarks 0001351073 ValueAct Capital Management, LLC 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO CA 94133 1 0 0 1 See Remarks 0001418813 ValueAct Holdings GP, LLC 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO CA 94133 1 0 0 1 See Remarks 0001310679 Spivy Gregory P 435 PACIFIC AVENUE, FOURTH FLOOR SAN FRANCISCO CA 94133 1 0 0 1 See Remarks 0001579808 Birtwell Ryan M 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO CA 94133 1 0 0 1 See Remarks Common Stock, par value $.01 per share 2013-11-13 4 S 0 5930395 27.14 D 0 I See footnotes Common Stock, par value $.01 per share 803628 I See footnotes Reflects sales of shares of common stock of KAR Auction Services, Inc. in a secondary offering by KAR Holdings II, LLC that closed on November 13, 2013. Each reporting person listed herein disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. The reported stock is held of record by KAR Holdings II, LLC but is beneficially owned directly by ValueAct Capital Master Fund, L.P. by virtue of ValueAct Capital Master Fund, L.P.'s ownership interest in KAR Holdings II, LLC and may be deemed to be beneficially owned by (i) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC, and as the majority owner of the membership interests of VA Partners I, LLC, and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P. The securities reported herein are directly beneficially owned by ValueAct Capital Master Fund, L.P. and may be deemed to be indirectly beneficially owned by (i) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the membership interests of VA Partners I, LLC and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P. -The reporting persons herein may be deemed to be members of a "group" for purposes of the Securities Exchange Act of 1934, as amended. Each reporting person disclaims beneficial ownership of any securities deemed to be owned by the group that are not directly owned by such reporting person. This report shall not be deemed an admission that such reporting person is a member of a group or the beneficial owner of any securities not directly owned by such reporting person. - Gregory P. Spivy and Ryan M. Birtwell, Partners at ValueAct Capital, serve on the board of directors of the Issuer. As a result, the other reporting persons herein may be deemed directors by deputization. VALUEACT HOLDINGS, L.P., By: VALUEACT HOLDINGS GP, LLC, its General Partner, By: /s/ George F. Hamel. Jr., Chief Operating Officer 2013-11-15 VALUEACT CAPITAL MASTER FUND, L.P., By: VA PARTNERS I, LLC, its General Partner, By: /s/ George F. Hamel. Jr., Chief Operating Officer 2013-11-15 VA PARTNERS I, LLC, By: /s/ George F. Hamel. Jr., Chief Operating Officer 2013-11-15 VALUEACT CAPITAL MANAGEMENT, L.P., By: VALUEACT CAPITAL MANAGEMENT, LLC, its General Partner, By: /s/ George F. Hamel. Jr., Chief Operating Officer 2013-11-15 VALUEACT CAPITAL MANAGEMENT, LLC, By: /s/ George F. Hamel. Jr., Chief Operating Officer 2013-11-15 VALUEACT HOLDINGS GP, LLC, By: /s/ George F. Hamel. Jr., Chief Operating Officer 2013-11-15 By:/s/ Gregory P. Spivy 2013-11-15 By:/s/ Ryan M. Birtwell 2013-11-15