Thomas J Fisher Form 4 KAR Auction Services / Thomas J Fisher 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

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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^*

Fisher Thomas J

(Last) (First) (Middle)

13085 HAMILTON CROSSING BLVD

(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, Chief Information Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/28/2019

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								1,320	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
Restricted Stock Units	(1)							(2)	(2)	Common Stock	593		593	D
Restricted Stock Units	(1)							(3)	(3)	Common Stock	1,309		1,309	D
Restricted Stock Units	(1)							(4)	(4)	Common Stock	2,258		2,258	D
Restricted Stock Units	(1)	06/28/2019		A		5,666.813		(5)	(5)	Common Stock	5,666.813	$0(6)	5,666.813	D
Restricted Stock Units	(1)	06/28/2019		A		6,121.835		(7)	(7)	Common Stock	6,121.835	$0(6)	6,121.835	D

Explanation of Responses:

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

2. 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 May 12, 2018, one-third of these restricted stock units vested on May 12, 2019 and the remaining one-third of these restricted stock units vest on May 12, 2020, assuming continued employment through the applicable vesting date.

3. 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.

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 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.

5. These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock on May 12, 2020, assuming continued employment through the applicable vesting date.

6. In connection with the Company's separation of IAA, Inc. into an independent publicly-traded company, certain previously-issued performance restricted stock units held by the reporting person, which were subject to performance-based vesting conditions (as described in further detail in the Company's annual proxy statement filed with the SEC on April 24, 2019) were converted at the target level of performance into restricted stock units subject only to the service-based vesting conditions described in this Form 4.

7. 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.

Remarks:

	Rebecca C. Polak, as Attorney-in-Fact	07/02/2019
	** 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).
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