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*
Caruso Thomas J.

(Last) (First) (Middle)
C/O: KAR AUCTION SERVICES, INC.
13085 HAMILTON CROSSING BOULEVARD

(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)
Chief Client Officer
3. Date of Earliest Transaction (Month/Day/Year)
04/14/2014
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 04/14/2014 M 15,000 A $10 15,000 D
Common Stock 04/14/2014 S 15,000 D $29.6403(1) 0 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 04/14/2014 M 15,000 (2)(3) 08/20/2017 Common Stock 15,000(2)(3) $10 83,933 D
Employee Stock Option (right to buy) $16.677 (3)(4)(5) 08/19/2018 Common Stock 42,813(3)(4)(5) 42,813 D
Employee Stock Option (right to buy) $13.46 (3)(6)(7) 03/01/2020 Common Stock 111,950(3)(6)(7) 111,950 D
Employee Stock Option (right to buy) $14.44 (3)(8) 02/25/2021 Common Stock 100,000(3)(8) 100,000 D
Explanation of Responses:
1. The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $29.485 to $29.91, inclusive. The reporting person undertakes to provide to KAR Auction Services, Inc., any security holder of KAR Auction Services, Inc., or the staff of the Securities and Exchange Commission , upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
2. 65,955 of these performance options are currently exercisable. 32,978 of these options vest if the closing price of the Company's common stock exceeds $35.00 for twenty (20) consecutive trading days.
3. An additional condition to vesting is that the reporting person must be a director, officer, employee, consultant or agent of the Company or any of its subsidiaries on the date on which the conditions set forth above are satisfied.
4. 6,850 of these options are service options that are currently exercisable.
5. 25,688 of these performance options are currently exercisable. 10,275 of these options vest if the closing price of the Company's common stock exceeds $35.00 for twenty (20) consecutive trading days.
6. 11,195 of these options are service options that are currently exercisable.
7. 67,170 of these performance options are currently exercisable. 33,585 of these options vest if the closing price of the Company's common stock exceeds $35.00 for twenty (20) consecutive trading days.
8. 75,000 of these service options are currently exercisable. 25,000 of these options become exercisable on 2/25/2015.
Remarks:
Rebecca C. Polak as Attorney In Fact 04/15/2014
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.