SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Richer Tobin P

(Last)

(First)

(Middle)

C/O OPENLANE, INC.

11299 N ILLINOIS STREET

(Street)

CARMEL

46032

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/07/2024

3. Issuer Name and Ticker or Trading Symbol
OPENLANE, Inc. [ KAR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP Marketing & Communications

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	10,568	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽¹⁾	⁽¹⁾	Common Stock	13,334	⁽²⁾	D
Employee Stock Option (right to buy)	⁽³⁾	03/04/2031	Common Stock	6,917	$13.81	D
Employee Stock Option (right to buy)	⁽⁴⁾	03/04/2031	Common Stock	27,668	$13.81	D
Employee Stock Option (right to buy)	⁽⁵⁾	06/04/2031	Common Stock	13,014	$18.23	D
Employee Stock Option (right to buy)	⁽⁶⁾	06/04/2031	Common Stock	52,055	$18.23	D

Explanation of Responses:

1. These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock as follows: one-half of these restricted stock units vest on May 9, 2024 and the remaining one-half of these restricted stock units vest on May 9, 2025, assuming continued employment through the applicable vesting date.

2. Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.

3. These options were granted on March 4, 2021 and will vest and become exercisable in equal installments on each of the first four anniversaries of the grant date, subject to continued employment through such vesting date.

4. These options were granted on March 4, 2021 and will become eligible to vest and become exercisable in equal 25% increments, each upon the later of the occurrence of the first four anniversaries of the grant date, respectively, and the attainment of the closing price of the Company's common stock at or above, for each respective 25% increment, $18.81, $23.81, $28.81, and $33.81, for twenty consecutive trading days, subject to continued employment through such vesting date.

5. These options were granted on June 4, 2021 and will vest and become exercisable in equal installments on each of the first four anniversaries of the grant date, subject to continued employment through such vesting date.

6. These options were granted on June 4, 2021 and will become eligible to vest and become exercisable in equal 25% increments, each upon the later of the occurrence of the first four anniversaries of the grant date, respectively, and the attainment of the closing price of the Company's common stock at or above, for each respective 25% increment, $23.23, $28.23, $33.23, and $38.23, for twenty consecutive trading days, subject to continued employment through such vesting date.

Remarks:

	Kristen Trout, as Attorney-In-Fact	02/16/2024
	** 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 5 (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.