-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SPbHhEEKDJlQHutRxkAAUpWPbHlJESutFEtf5fjxET61ABPwft1OAY78Dr8jfZXZ em8YBEHad4lVOcx93IoLFQ== 0001181431-09-056071.txt : 20091210 0001181431-09-056071.hdr.sgml : 20091210 20091210202237 ACCESSION NUMBER: 0001181431-09-056071 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091210 FILED AS OF DATE: 20091210 DATE AS OF CHANGE: 20091210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OBRIEN THOMAS C CENTRAL INDEX KEY: 0001196038 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MOTOR VEHICLES & MOTOR VEHICLE PARTS & SUPPLIES [5010] STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34568 FILM NUMBER: 091234925 MAIL ADDRESS: STREET 1: 850 E ALGONQUIN RD STREET 2: STE 100 CITY: SCHAUMGURG STATE: IL ZIP: 60173 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: C/O KELSO & CO. STREET 2: 320 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 751-3939 MAIL ADDRESS: STREET 1: C/O KELSO & CO. STREET 2: 320 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: KAR Holdings, Inc. DATE OF NAME CHANGE: 20070409 3 1 rrd259403.xml FORM 3 X0203 3 2009-12-10 0 0001395942 KAR Auction Services, Inc. KAR 0001196038 OBRIEN THOMAS C C/O KAR AUCTION SERVICES, INC. 13085 HAMILTON CROSSING BLVD. CARMEL IN 46032 1 1 0 0 President and CEO of IAAI Common Stock 27930 I By KAR Holdings II, LLC Employee Stock Option (right to buy) 3.515 2012-12-16 Common Stock 264672 D Employee Stock Option (right to buy) 3.140 2013-11-14 Common Stock 249056 D Includes (i) 25,920 shares of common stock held of record by KAR Holdings II, LLC (which are attributable to Axle Holdings II, LLC), by virtue of the reporting person's common ownership interest in Axle Holdings II, LLC and (ii) 2,010 shares of common stock held of record by KAR Holdings II, LLC, by virtue of the reporting person's common ownership interest in KAR Holdings II, LLC. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. The option became exercisable as to 88,224 shares on December 16, 2003, as to 88,224 shares on December 16, 2004 and as to 88,224 shares on February 25, 2005. The option became exercisable as to 83,018 shares on November 14, 2004 and as to 166,037 shares on May 25, 2005. /s/ Rebecca C. Polak as Attorney-in-Fact 2009-12-10 EX-24. 2 rrd232141_262138.htm rrd232141_262138.html
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints each of Rebecca C.
Polak and Eric M. Loughmiller, or either of them signing singly, and with full power of substitution, the
undersigned's true and lawful attorney-in-fact to:
(1)        prepare, execute in the undersigned's name and on the undersigned's behalf, and submit,
electronically or by hand, to the U.S. Securities and Exchange Commission (the "SEC") a Form ID,
including amendments thereto, and any other documents necessary or appropriate to obtain codes and
passwords enabling the undersigned to make electronic filings with the SEC of reports required by
Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;
(2)        execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or
director of KAR Auction Services, Inc., a Delaware corporation (the "Company"), Forms 3, 4, and 5 in
accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
(3)        do and perform any and all acts for and on behalf of the undersigned which may be necessary or
desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or
amendments thereto, and timely file, electronically or by hand, such form with the SEC and any stock
exchange or similar authority; and
(4)        take any other action of any type whatsoever in connection with the foregoing which, in the
opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform
any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully
do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The
undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request
of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to
file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by
the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.
    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this
19th day of November, 2009.
        /s/ Thomas O'Brien
	Signature
Thomas C. O'Brien
Print Name

736573.02-New York Server 6A - MSW

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