Initial Statement of Beneficial Ownership (3)
May 19 2022 - 9:13AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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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Subrahmanyam Srisu |
2. Date of Event Requiring Statement (MM/DD/YYYY)
5/9/2022
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3. Issuer Name and Ticker or Trading Symbol
KAR Auction Services, Inc. [KAR]
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(Last)
(First)
(Middle)
C/O KAR AUCTION SERVICES, INC. |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner ___X___ Officer (give title below) _____ Other (specify below) Pres KAR Svcs Group, EVP Ops / |
(Street)
CARMEL, IN 46032
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 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 Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 22321 (1) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Restricted Stock Units | (2) | (2) | Common Stock | 1124.0 | (3) | D | |
Employee Stock Option (right to buy) | (4) | 3/4/2031 | Common Stock | 35574.0 | $13.81 | D | |
Employee Stock Option (right to buy) | (5) | 3/4/2031 | Common Stock | 142293.0 | $13.81 | D | |
Employee Stock Option (right to buy) | (6) | 6/4/2031 | Common Stock | 52838.0 | $18.23 | D | |
Employee Stock Option (right to buy) | (7) | 6/4/2031 | Common Stock | 211350.0 | $18.23 | D | |
Explanation of Responses: |
(1) | Includes shares acquired pursuant to the Company's Employee Stock Purchase Plan. |
(2) | These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock on February 21, 2023, assuming continued employment through the applicable vesting date. |
(3) | Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. |
(4) | These options were granted on March 4, 2021 and will vest and become exercisable in equal installments on each of the first four anniversaries of the grant date, subject to continued employment through such vesting date. |
(5) | These options were granted on March 4, 2021 and will become eligible to vest and become exercisable in equal 25% increments, each upon the later of the occurrence of the first four anniversaries of the grant date, respectively, and the attainment of the closing price of the Company's common stock at or above, for each respective 25% increment, $18.81, $23.81, $28.81, and $33.81, for twenty consecutive trading days, subject to continued employment through such vesting date. |
(6) | These options were granted on June 4, 2021 and will vest and become exercisable in equal installments on each of the first four anniversaries of the grant date, subject to continued employment through such vesting date. |
(7) | These options were granted on June 4, 2021 and will become eligible to vest and become exercisable in equal 25% increments, each upon the later of the occurrence of the first four anniversaries of the grant date, respectively, and the attainment of the closing price of the Company's common stock at or above, for each respective 25% increment, $23.23, $28.23, $33.23, and $38.23, for twenty consecutive trading days, subject to continued employment through such vesting date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Subrahmanyam Srisu C/O KAR AUCTION SERVICES, INC. CARMEL, IN 46032 |
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| Pres KAR Svcs Group, EVP Ops |
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Signatures
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Charles S. Coleman, as Attorney-in-Fact | | 5/19/2022 |
**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 5(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 control number. |
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