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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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 Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (right to buy) | $ 10 | (2)(3) | 08/20/2017 | Common Stock | 65,956 (2) (3) | 65,956 | D | ||||||||
Employee Stock Option (right to buy) | $ 16.677 | (3)(4)(5) | 08/19/2018 | Common Stock | 42,813 (3) (4) (5) | 42,813 | D | ||||||||
Employee Stock Option (right to buy) | $ 13.46 | 05/05/2014 | A | 12,023 | (3)(6)(7) | 03/01/2020 | Common Stock | 12,023 (3) (6) (7) | $ 13.46 | 99,927 | D | ||||
Employee Stock Option (right to buy) | $ 14.44 | (3)(8) | 02/25/2021 | Common Stock | 100,000 (3) (8) | 100,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Caruso Thomas J. C/O: KAR AUCTION SERVICES, INC. 13085 HAMILTON CROSSING BOULEVARD CARMEL, IN 46032 |
Chief Client Officer |
Rebecca C. Polak as Attorney In Fact | 05/07/2014 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $29.87 to $30.32, inclusive. The reporting person undertakes to provide to KAR Auction Services, Inc., any security holder of KAR Auction Services, Inc., or the staff of the Securities and Exchange Commission , upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. |
(2) | 32,978 of these performance options are currently exercisable. 32,978 of these options vest if the closing price of the Company's common stock exceeds $35.00 for twenty (20) consecutive trading days. |
(3) | An additional condition to vesting is that the reporting person must be a director, officer, employee, consultant or agent of the Company or any of its subsidiaries on the date on which the conditions set forth above are satisfied. |
(4) | 6,850 of these options are service options that are currently exercisable. |
(5) | 25,688 of these performance options are currently exercisable. 10,275 of these options vest if the closing price of the Company's common stock exceeds $35.00 for twenty (20) consecutive trading days. |
(6) | 11,195 of these options are service options that are currently exercisable. |
(7) | 55,147 of these performance options are currently exercisable. 33,585 of these options vest if the closing price of the Company's common stock exceeds $35.00 for twenty (20) consecutive trading days. |
(8) | 75,000 of these service options are currently exercisable. 25,000 of these options become exercisable on 2/25/2015. |