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*
Ignition Acquisition Holdings LP

(Last) (First) (Middle)
C/O APAX PARTNERS, L.P.
601 LEXINGTON AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/22/2020
3. Issuer Name and Ticker or Trading Symbol
KAR Auction Services, Inc. [ KAR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (1) (1) Common Stock 28,169,000 (1) I See Footnotes(2)(3)
1. Name and Address of Reporting Person*
Ignition Acquisition Holdings LP

(Last) (First) (Middle)
C/O APAX PARTNERS, L.P.
601 LEXINGTON AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ignition Acquisition Holdings GP LLC

(Last) (First) (Middle)
C/O APAX PARTNERS, L.P.
601 LEXINGTON AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ignition Parent LP

(Last) (First) (Middle)
C/O APAX PARTNERS, L.P.
601 LEXINGTON AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Ignition GP LLC

(Last) (First) (Middle)
C/O APAX PARTNERS, L.P.
601 LEXINGTON AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
Explanation of Responses:
1. Reflects Series A Preferred Stock, par value $0.01 per share, of the Issuer ("Series A Preferred Stock"). The Series A Preferred Stock has no stated maturity, and beginning on June 10, 2021, the Series A Preferred Stock will be convertible at the option of the holders thereof into shares of common stock, par value $0.01 per share, of the Issuer ("Common Stock") at an initial conversion price of $17.75 per share of Series A Preferred Stock and an initial conversion rate of 56.3380 shares of Common Stock per share of Series A Preferred Stock, subject to adjustment as provided in the Certificate of Designations of the Series A Preferred Stock. The Issuer may mandatorily convert the Series A Preferred Stock into Common Stock at any time after the three-year anniversary of the issuance, if certain conditions are met.
2. Reflects securities held directly by Ignition Acquisition Holdings LP. Ignition Acquisition Holdings GP LLC is the general partner of Ignition Acquisition Holdings LP. Ignition Parent LP is the sole member of Ignition Acquisition Holdings GP LLC. Ignition GP LLC is the general partner of Ignition Parent LP. Ignition Topco Ltd is the sole member of Ignition GP LLC. Apax X GP Co. Limited, in its capacity as investment manager of the Apax funds, holds 100% of the shares of Ignition Topco Ltd. Apax Guernsey (Holdco) PCC Limited Apax X Cell is the sole parent of Apax X GP Co. Limited.
3. Each of the Reporting Persons may be deemed to beneficially own the securities beneficially owned by Ignition Acquisition Holdings LP directly or indirectly controlled by it, but each (other than Ignition Acquisition Holdings LP to the extent of its direct holdings) disclaims beneficial ownership of such shares, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
Remarks:
Ignition Acquisition Holdings LP, By: Ignition Acquisition Holdings GP LLC, its General Partner, By: /s/ Steven Kooyers, Name: Steven Kooyers, Title: Treasurer and Secretary 07/02/2020
Ignition Acquisition Holdings GP LLC, By: /s/ Steven Kooyers, Name: Steven Kooyers, Title: Treasurer and Secretary 07/02/2020
Ignition Parent LP, By: Ignition GP LLC, its General Partner, By: /s/ Steven Kooyers, Name: Steven Kooyers, Title: Treasurer and Secretary 07/02/2020
Ignition GP LLC, By: /s/ Steven Kooyers, Name: Steven Kooyers, Title: Treasurer and Secretary 07/02/2020
Ignition Topco Ltd, By: /s/ Mark Babbe, Name: Mark Babbe, Title: Director 07/02/2020
Apax X GP Co. Limited, By: /s/ Andrew Guille, Name: Andrew Guille, Title: Director 07/02/2020
Apax Guernsey (Holdco) PCC Limited acting in respect of its Apax X Cell, By: /s/ Andrew Guille, Name: Andrew Guille, Title: Director 07/02/2020
** 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).
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