Statement of Changes in Beneficial Ownership (4)
January 07 2020 - 3:55PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
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Hill Mark E |
2. Issuer Name and Ticker or Trading Symbol
KAR Auction Services, Inc.
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KAR
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
11299 NORTH ILLINOIS STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/3/2020 |
(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 | | | | | | | | 48200 | D | |
Common Stock | | | | | | | | 800 | I | Family Member's Brokerage Account (1) |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Phantom Stock | (2) | | | | | | | (3)(4) | (4) | Common Stock | 43416.7299 | | 43416.7299 | D | |
Phantom Stock | (2) | 1/3/2020 | | A | | 382.72 | | (4) | (4) | Common Stock | 382.72 | $22.40 | 2087.1147 (5) | D | |
Explanation of Responses: |
(1) | The shares are held in a family member's brokerage account, over which the reporting person holds a power of attorney. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
(2) | The phantom stock will convert into shares of KAR common stock on a one-for-one basis. |
(3) | Represents director fees deferred in the reporting person's account in the KAR Auction Services, Inc. Directors Deferred Compensation Plan. 5,854.0817 shares of phantom stock vest on June 4, 2020, and are subject to forfeiture until vested. All other shares of phantom stock are vested. |
(4) | The reporting person will receive shares of KAR common stock, on a one-for-one basis, at a future date(s) specified by him subject to the terms and conditions of the KAR Auction Services, Inc. Directors Deferred Compensation Plan. |
(5) | Reflects the reinvestment of dividend equivalents in additional shares of phantom stock pursuant to the KAR Auction Services, Inc. Directors Deferred Compensation Plan, of which all shares except 97.246 shares are vested. The 97.246 shares vest on June 4, 2020 and are subject to forfeiture until vested. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Hill Mark E 11299 NORTH ILLINOIS STREET CARMEL, IN 46032 | X |
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Signatures
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Charles S. Coleman as Attorney In Fact | | 1/7/2020 |
**Signature of Reporting Person | Date |
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