0001395942-20-000028.txt : 20200221 0001395942-20-000028.hdr.sgml : 20200221 20200221171153 ACCESSION NUMBER: 0001395942-20-000028 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200219 FILED AS OF DATE: 20200221 DATE AS OF CHANGE: 20200221 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Peter Kelly CENTRAL INDEX KEY: 0001532010 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34568 FILM NUMBER: 20641113 MAIL ADDRESS: STREET 1: C/O KAR AUCTION SERVICES, INC. STREET 2: 13085 HAMILTON CROSSING BLVD. CITY: CARMEL STATE: IN ZIP: 46032 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: 11299 N. ILLINOIS STREET CITY: CARMEL STATE: IN ZIP: 46032 BUSINESS PHONE: (800) 923-3725 MAIL ADDRESS: STREET 1: 11299 N. ILLINOIS STREET CITY: CARMEL STATE: IN ZIP: 46032 FORMER COMPANY: FORMER CONFORMED NAME: KAR Holdings, Inc. DATE OF NAME CHANGE: 20070409 4 1 wf-form4_158232309658518.xml FORM 4 X0306 4 2020-02-19 0 0001395942 KAR Auction Services, Inc. KAR 0001532010 Peter Kelly C/O: KAR AUCTION SERVICES, INC. 11299 NORTH ILLINOIS STREET CARMEL IN 46032 0 1 0 0 President Common Stock 20811.2426 D Employee Stock Option (right to buy) 4.93 2021-11-04 Common Stock 170000.0 170000 D Restricted Stock Units Common Stock 1035.0 1035 D Restricted Stock Units Common Stock 1780.0 1780 D Restricted Stock Units Common Stock 6375.0 6375 D Restricted Stock Units Common Stock 9962.997 9962.997 D Restricted Stock Units Common Stock 8323.866 8323.866 D Restricted Stock Units 2020-02-19 4 A 0 13997.263 0 A Common Stock 13997.263 13997.263 D Includes 636.157 shares acquired pursuant to the Company's Employee Stock Purchase Plan. In connection with the Company's separation of IAA, Inc. into an independent publicly-traded company, the exercise price of previously-issued employee stock options held by the reporting person at the time of the separation were adjusted to be equal to the product of (1) the per share exercise price of the employee stock option immediately prior to 12:01 a.m., New York City time on June 28, 2019 multiplied by (2) a fraction, the numerator of which being the per share closing trading price of Company common stock, as traded on an ex-distribution basis on the last trading day immediately preceding June 28, 2019 and the denominator of which being the per share closing trading price of Company common stock trading on the "regular way" basis on the last trading day immediately prior to the June 28, 2019, rounded up to the nearest whole cent. All of these options are currently exercisable. Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock as follows: one-third of these restricted stock units vested on February 24, 2018, one-third of these restricted stock units vested on February 24, 2019 and the remaining one-third of these restricted stock units vest on February 24, 2020, assuming continued employment through the applicable vesting date. These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock as follows: one-third of these restricted stock units vested on March 2, 2019, one-third of these restricted stock units vest on March 2, 2020 and the remaining one-third of these restricted stock units vest on March 2, 2021, assuming continued employment through the applicable vesting date. These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock as follows: one-third of these restricted stock units vest on February 22, 2020, one-third of these restricted stock units vest on February 22, 2021 and the remaining one-third of these restricted stock units vest on February 22, 2022, assuming continued employment through the applicable vesting date. These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock on February 24, 2020, assuming continued employment through the applicable vesting date. These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock on March 2, 2021, assuming continued employment through the applicable vesting date. These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock on February 22, 2022, assuming continued employment through the applicable vesting date. The number of performance restricted stock units that were converted into restricted stock units was determined based on the Company's operating adjusted net income per share exceeding certain levels over the one-year period beginning on December 1, 2019 and ending on December 31, 2019. Charles S. Coleman As Attorney-In-Fact 2020-02-21 EX-24 2 poapeterkelly.htm KELLY POA

POWER OF ATTORNEY
Know all persons by these presents, that the undersigned hereby constitutes, designates and appoints each of Charles S. Coleman and Eric M. Loughmiller, or either of them signing singly, and with full power of substitution, the undersigned's true and lawful attorneys-in-fact and agents to:
(1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID (or any successor form), 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 promulgated thereunder;
(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.(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 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 21st day of February, 2020.

/s/ Peter Kelly
Signature

Peter Kelly
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