SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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* MEHRA SANJEEV K (Last) (First) (Middle) 667 MADISON AVENUE, 15TH FLOOR (Street) NEW YORK NY 10065 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/27/2021	3. Issuer Name and Ticker or Trading Symbol KAR Auction Services, Inc. [ KAR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: 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
Series A Preferred Stock	(1)	(1)	Common Stock	3,083,831(1)(2)(3)	(1)	I	See Footnotes(2)(3)

Explanation of Responses:

1. Reflects Series A Preferred Stock, par value $0.01 per share, of the Issuer ("Series A Preferred Stock"). The Series A Preferred Stock has no stated maturity, and is convertible at the option of the holders thereof into shares of common stock, par value $0.01 per share, of the Issuer ("Common Stock") at a conversion price as of the date of this report of $17.75 per share of Series A Preferred Stock and a conversion rate as of the date of this report of 56.3380 shares of Common Stock per share of Series A Preferred Stock, subject to adjustment as provided in the Certificate of Designations of the Series A Preferred Stock. The Issuer may mandatorily convert the Series A Preferred Stock into Common Stock at any time after the three-year anniversary of the issuance, if certain conditions are met.

2. The securities reported are held directly by Periphas Kanga Holdings, LP. Periphas Kanga Holdings GP, LLC is the general partner of Periphas Kanga Holdings, LP and the reporting person is the Manager of SKM Periphas GP LLC, which is the Managing Member of Periphas Kanga Holdings GP, LLC.

3. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

Remarks:

	/s/ Sanjeev Mehra	11/05/2021
	** Signature of Reporting Person	Date
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