Form 4 KAR Auction Services, Inc. (KAR)

Statement of changes in beneficial ownership of securities

What is Form 4?
  • Accession No.: 0001395942-17-000015 Act: 34 File No.: 001-34568 Film No.: 17537170
  • CIK: 0001395942
  • Submitted: 2017-01-19
  • Period of Report: 2017-01-17

FORM 4 XML

wf-form4_148487005426099.xml

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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OMB Number: 3235-0287
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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*
Price Lisa A.

(Last) (First) (Middle)
C/O: KAR AUCTION SERVICES, INC.
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 of Human Resources
3. Date of Earliest Transaction (Month/Day/Year)
01/17/2017
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 957.6204(1) D
Common Stock 01/17/2017 M 180 A $18.8 180 D
Common Stock 01/17/2017 S(2) 180 D $46 0 D
Common Stock 01/18/2017 M 1,540 A $18.8 1,540 D
Common Stock 01/18/2017 S(2) 1,540 D $46.0248(3) 0 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) $30.89 (4) 02/27/2024 Common Stock 17,500 17,500 D
Employee Stock Options (right to buy) $18.8 01/17/2017 M 1,720(5) (6) 05/05/2021 Common Stock 1,720 $18.8 13,280 D
Employee Stock Options (right to buy) $10 (6) 08/20/2017 Common Stock 0.0 0 D
Restricted Stock Units (7) (8) (8) Common Stock 1,072 1,072 D
Explanation of Responses:
1. Includes 620.6204 shares acquired (including 11.4586 shares acquired by dividend reinvestment) pursuant to the Company's Employee Stock Purchase Plan on May 31, 2016.
2. This transaction was effected pursuant to a Rule 10b5-1 Plan adopted by the reporting person on June 15, 2016.
3. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $46.00 to $46.07 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, 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.
4. 8,750 of these options are currently exercisable, 4,375 of these options become exercisable on February 27, 2017 and the remaining 4,375 options become exercisable on February 27, 2018, assuming continued employment through the applicable vesting date.
5. 180 shares were exercised on January 17, 2017 and 1,540 shares were exercised on January 18, 2017.
6. All of these options are currently exercisable.
7. Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. The restricted stock units vested in common stock on February 20, 2016.
8. 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 vest 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.
Remarks:
Rebecca C. Polak as Attorney In Fact 01/19/2017
** 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.
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