X0306 4 2013-07-31 0 0001395942 KAR Auction Services, Inc. KAR 0001491615 Byrd Warren W 13085 HAMILTON CROSSING BLVD. CARMEL IN 46032 0 1 0 0 EVP of Corp Dev & Real Estate Common Stock 2778 I By KAR Holdings II, LLC Common Stock 2013-07-31 4 M 0 4122 10.00 A 4122 D Common Stock 2013-07-31 4 S 0 4122 24.90 D 0 D Common Stock 2013-07-31 4 M 0 2000 10.00 A 2000 D Common Stock 2013-07-31 4 S 0 2000 25.00 D 0 D Employee Stock Options (right to buy) 10.00 2013-07-31 4 M 0 2000 0 A 2014-09-30 Common Stock 2000 22970 D Employee Stock Options (right to buy) 10.00 2013-07-31 4 M 0 4122 0 A 2014-09-30 Common Stock 4122 103055 D Employee Stock Options (right to buy) 12.10 2014-09-30 Common Stock 23250 23250 D Includes 2,778 shares of common stock held of record by KAR Holdings II, LLC, by virtue of the reporting person's common ownership interest in KAR Holdings II, LLC. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. 22,970 of these options are service options that became exercisable as of the effective date of the Company's initial public offering. 103,055 of these options are performance options that vest as follows: 25% of these options vested on March 1, 2013; 25% of these options vest if the closing price of a share of the Company's common stock exceeds $25.00 for twenty (20) consecutive trading days; 25% of these options vest if the closing price of a share of the Company's common stock exceeds $30.00 for twenty (20) consecutive trading days; and 25% of these options vest if the closing price of a share of the Company's common stock exceeds $35.00 for twenty (20) consecutive trading days. 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. These options are service options that vest based upon the passage of time and the reporting person's continued service with the Company. 25% of these options became exercisable on 8/6/2011, 25% of these options became exercisable on 8/6/2012, 25% of these options become exercisable on 8/6/2013, and the remaining 25% become exercisable on 8/6/2014. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $24.86 to $24.98, 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 sold at each separate price within the range set forth in this footnote. /s/ Rebecca C. Polak, as Attorney-in-Fact 2013-08-01