Eric M. Loughmiller Form 4 KAR Auction Services / Eric M. Loughmiller ownership change

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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Loughmiller Eric M.

(Last) (First) (Middle)

C/O: KAR AUCTION SERVICES, INC.

11299 NORTH ILLINOIS STREET

(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)
EVP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2020

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								177,784.389(1)	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)	$11.74							(2)	02/27/2024	Common Stock	97,204		97,204	D
Restricted Stock Units	(3)							(4)	(4)	Common Stock	1,546		1,546	D
Restricted Stock Units	(3)							(5)	(5)	Common Stock	2,735		2,735	D
Restricted Stock Units	(3)							(6)	(6)	Common Stock	7,061		7,061	D
Restricted Stock Units	(3)							(7)	(7)	Common Stock	14,881.73		14,881.73	D
Restricted Stock Units	(3)							(8)	(8)	Common Stock	12,793.01		12,793.01	D
Restricted Stock Units	(3)	02/19/2020		A		16,038.485		(9)	(9)	Common Stock	16,038.485	$0(10)	16,038.485	D

Explanation of Responses:

1. Includes 2,075.806 shares acquired pursuant to the Company's Employee Stock Purchase Plan.

2. All of these options are currently exercisable.

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

4. These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock as follows: one-third of these restricted stock units vested on February 24, 2018, one-third of these restricted stock units vested on February 24, 2019 and the remaining one-third of these restricted stock units vest on February 24, 2020, assuming continued employment through the applicable vesting date.

5. These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock as follows: one-third of these restricted stock units vested on March 2, 2019, one-third of these restricted stock units vest on March 2, 2020 and the remaining one-third of these restricted stock units vest on March 2, 2021, assuming continued employment through the applicable vesting date.

6. These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock as follows: one-third of these restricted stock units vest on February 22, 2020, one-third of these restricted stock units vest on February 22, 2021 and the remaining one-third of these restricted stock units vest on February 22, 2022, assuming continued employment through the applicable vesting date.

7. These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock on February 24, 2020, assuming continued employment through the applicable vesting date.

8. These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock on March 2, 2021, assuming continued employment through the applicable vesting date.

9. These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock on February 22, 2022, assuming continued employment through the applicable vesting date.

10. The number of performance restricted stock units that were converted into restricted stock units was determined based on the Company's operating adjusted net income per share exceeding certain levels over the one-year period beginning on December 1, 2019 and ending on December 31, 2019.

Remarks:

	Charles S. Coleman as Attorney In Fact	02/21/2020
	** 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 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.