0001209191-13-045760.txt : 20130926 0001209191-13-045760.hdr.sgml : 20130926 20130926160655 ACCESSION NUMBER: 0001209191-13-045760 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130924 FILED AS OF DATE: 20130926 DATE AS OF CHANGE: 20130926 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Loverro Frank J CENTRAL INDEX KEY: 0001300363 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34568 FILM NUMBER: 131116921 MAIL ADDRESS: STREET 1: 320 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OSBORNE STANLEY DE J CENTRAL INDEX KEY: 0001403550 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34568 FILM NUMBER: 131116922 MAIL ADDRESS: STREET 1: C/O KELSO AND COMPANY STREET 2: 320 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BYNUM FRANK K CENTRAL INDEX KEY: 0001034435 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34568 FILM NUMBER: 131116924 MAIL ADDRESS: STREET 1: C/O KELSO & CO STREET 2: 320 PARK AVENUE 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KEP VI LLC CENTRAL INDEX KEY: 0001141447 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34568 FILM NUMBER: 131116926 BUSINESS ADDRESS: STREET 1: 320 PARK AVENUE 24TH FLOOR CITY: NEW YORK CITY STATE: NY ZIP: 10022 BUSINESS PHONE: 2127513939 MAIL ADDRESS: STREET 1: 320 PARK AVENUE 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WALL THOMAS R IV CENTRAL INDEX KEY: 0001034433 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34568 FILM NUMBER: 131116927 MAIL ADDRESS: STREET 1: C/O KELSO & CO STREET 2: 320 PARK AVENUE 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WAHRHAFTIG DAVID I CENTRAL INDEX KEY: 0001055858 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34568 FILM NUMBER: 131116928 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NICKELL FRANK T CENTRAL INDEX KEY: 0001034431 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34568 FILM NUMBER: 131116929 MAIL ADDRESS: STREET 1: C/O KELSO CO STREET 2: 320 PARK AVENUE 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BERNEY PHILIP E CENTRAL INDEX KEY: 0001079290 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34568 FILM NUMBER: 131116925 MAIL ADDRESS: STREET 1: KELSO & COMPANY STREET 2: 320 PARK AVE 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MATELICH GEORGE E CENTRAL INDEX KEY: 0001034432 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34568 FILM NUMBER: 131116930 MAIL ADDRESS: STREET 1: C/O KELSO & CO STREET 2: 320 PARK AVENUE 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Connors James J II CENTRAL INDEX KEY: 0001323752 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34568 FILM NUMBER: 131116923 MAIL ADDRESS: STREET 1: C/O KELSO & COMPANY STREET 2: 320 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KAR Auction Services, Inc. CENTRAL INDEX KEY: 0001395942 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 208744739 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: (800) 923-3725 MAIL ADDRESS: STREET 1: 13085 HAMILTON CROSSING BOULEVARD CITY: CARMEL STATE: IN ZIP: 46032 FORMER COMPANY: FORMER CONFORMED NAME: KAR Holdings, Inc. DATE OF NAME CHANGE: 20070409 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2013-09-24 1 0001395942 KAR Auction Services, Inc. KAR 0001141447 KEP VI LLC C/O: KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001079290 BERNEY PHILIP E C/O: KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001034435 BYNUM FRANK K C/O: KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001323752 Connors James J II C/O: KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001403550 OSBORNE STANLEY DE J C/O: KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001300363 Loverro Frank J C/O: KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001034432 MATELICH GEORGE E C/O: KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001034431 NICKELL FRANK T C/O: KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001055858 WAHRHAFTIG DAVID I C/O: KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001034433 WALL THOMAS R IV C/O: KELSO AND COMPANY 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock 2013-09-24 4 S 0 5853433 26.625 D 11909895 I By KAR Holdings II, LLC Reflects sales of shares of common stock of KAR Auction Services, Inc. in a secondary offering by KAR Holdings II, LLC that closed on September 24, 2013. Includes (i) 4,856,106 shares of common stock held of record by KAR Holdings II, LLC (which are attributable to Axle Holdings II, LLC), by virtue of Kelso Investment Associates VII, L.P.'s (KIA VII) ownership interest in Axle Holdings II, LLC, (ii) 1,202,465 shares of common stock held of record by KAR Holdings II, LLC (which are attributable to Axle Holdings II, LLC), by virtue of KEP VI, LLC's (KEP VI) ownership interest in Axle Holdings II, LLC, (iii) 4,689,993 shares of common stock held of record by KAR Holdings II, LLC, by virtue of KIA VII's ownership interest in KAR Holdings II, LLC and (iv) 1,161,331 shares of common stock held of record by KAR Holdings II, LLC, by virtue of KEP VI's ownership interest in KAR Holdings II, LLC. Kelso GP VII, LLC (GP VII LLC) is the general partner of Kelso GP VII, L.P. (GP VII LP). GP VII LP is the general partner of KIA VII. Each of GP VII LLC, GP VII LP and KIA VII disclaims beneficial ownership of the securities owned of record by KAR Holdings II, LLC, except to the extent of their respective pecuniary interests therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes. Each of GP VII LLC, GP VII LP and KIA VII, due to their common control, could be deemed to beneficially own each other's securities. GP VII LLC disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP VII LP and KIA VII, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes. GP VII LP disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP VII LLC and KIA VII, except, in the case of KIA VII, to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes. KIA VII disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP VII LLC and GP VII LP, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes. KEP VI and GP VII LLC due to their common control could be deemed to beneficially own each other's securities. KEP VI disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by each of GP VII LLC, GP VII LP and KIA VII, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes. Each of GP VII LLC, GP VII LP and KIA VII disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned, by KEP VI, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes. KEP VI disclaims beneficial ownership of the securities owned of record by KAR Holdings II, LLC, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. Messrs. Berney, Bynum, Connors, Goldberg, Loverro, Matelich, Nickell, Wahrhaftig, Wall, Moore, Osborne, Collins and Matlin may be deemed to share beneficial ownership of securities owned of record or beneficially owned by GP VII LLC, GP VII LP, KIA VII, KEP VI and KAR Holdings II, LLC, by virtue of their status as managing members of GP VII LLC and KEP VI, but disclaim beneficial ownership of such securities, and this report shall not be deemed an admission that any of Messrs. Berney, Bynum, Connors, Goldberg, Loverro, Matelich, Nickell, Wahrhaftig, Wall, Moore, Osborne, Collins and Matlin is the beneficial owner of these securities for purposes of Section 16 or for any other purposes. Because an electronically filed joint filing is limited to a maximum of ten reporting persons, this Form 4 is one of two filed today reporting on the same securities by the following joint filers: Kelso Investment Associates VII, L.P.; Kelso GP VII, L.P.; Kelso GP VII, LLC; KEP VI, LLC; Philip E. Berney; Frank K. Bynum, Jr.; James J. Connors, II; Michael B. Goldberg; Frank J. Loverro; George E. Matelich; Frank T. Nickell; David I. Wahrhaftig; Thomas R. Wall, IV; Church M. Moore; Stanley de J. Osborne; Christopher L. Collins; and Howard A. Matlin. *By: /s/ Rosanna T. Leone, as Attorney-in-Fact 2013-09-26 Philip E. Berney By: * 2013-09-26 Frank K. Bynum, Jr. By: * 2013-09-26 James J. Connors, II By: * 2013-09-26 Stanley de J. Osborne By: * 2013-09-26 Frank J. Loverro By: * 2013-09-26 George E. Matelich By: * 2013-09-26 Frank T. Nickell By: * 2013-09-26 David I. Wahrhaftig By: * 2013-09-26 Thomas R. Wall, IV By: * 2013-09-26