Statement of Changes in Beneficial Ownership (4)
23 August 2017 - 6:41AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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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
*
St. Hilaire Stephane
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2. Issuer Name
and
Ticker or Trading Symbol
KAR Auction Services, Inc.
[
KAR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
President and CEO of ADESA
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(Last)
(First)
(Middle)
13085 HAMILTON CROSSING BLVD.
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/18/2017
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(Street)
CARMEL, IN 46032
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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8/18/2017
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M
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20
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A
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$10
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14506.4774
(1)
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D
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Common Stock
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8/18/2017
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S
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20
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D
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$44.36
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14486.4774
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (right to buy)
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$10.0
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8/18/2017
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M
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20
(2)
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(3)
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8/20/2017
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Common Stock
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20.0
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$10
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0
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D
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Employee Stock Option (right to buy)
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$30.89
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(4)
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2/27/2024
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Common Stock
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38884.0
(4)
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38884
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D
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Employee Stock Option (right to buy)
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$13.46
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(3)
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3/1/2020
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Common Stock
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72768.0
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72768
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D
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Restricted Stock Units
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(5)
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(6)
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(6)
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Common Stock
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1072.0
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1072
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D
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Restricted Stock Units
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(5)
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(7)
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(7)
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Common Stock
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2309.0
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2309
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D
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Explanation of Responses:
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(1)
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Includes 1,183.3136 shares acquired (including 17.8591 shares acquired by dividend reinvestment) pursuant to the Company's Employee Stock Purchase Plan.
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(2)
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Due to a clerical error, all options were previously erroneously reported as having been exercised on the Form 4 filed on May 11, 2016, when in fact the option remained unexercised solely with respect to 20 shares. The option was exercised with respect to those remaining 20 shares on August 18, 2017 prior to the option's expiration on August 20, 2017.
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(3)
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All of these options are currently exercisable.
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(4)
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29,163 of these options are currently exercisable and the remaining 9,721 options become exercisable on February 27, 2018, assuming continued employment through the applicable vesting date.
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(5)
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Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.
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(6)
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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 20, 2016, one-third of these restricted stock units vested on February 20, 2017 and the remaining one-third of these restricted stock units vest on February 20, 2018, assuming continued employment through the applicable vesting date.
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(7)
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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 23, 2017, one-third of these restricted stock units vest on February 22, 2018 and the remaining one-third of these restricted stock units vest on February 22, 2019, assuming continued employment through the applicable vesting date.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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St. Hilaire Stephane
13085 HAMILTON CROSSING BLVD.
CARMEL, IN 46032
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President and CEO of ADESA
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Signatures
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Rebecca C. Polak, as Attorney In Fact
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8/22/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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