Eric M. Loughmiller - Dec 9, 2022 Form 4 Insider Report for KAR Auction Services, Inc. (KAR)

Role: EVP & CFO
Signature: Charles S. Coleman, as Attorney-in-Fact
Stock symbol: KAR
Transactions as of: Dec 9, 2022
Transactions value $: -$38,586
Form type: 4
Date filed: 12/13/2022, 02:54 PM
Previous filing: Feb 23, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	KAR	Common Stock	Options Exercise	$0	+2.89K	+1.04%	$0.00	281K	Dec 9, 2022	Direct	F1, F2
transaction	KAR	Common Stock	Tax liability	-$38.6K	-2.89K	-1.03%	$13.37	278K	Dec 9, 2022	Direct	F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	KAR	Restricted Stock Units	Award	$0	+100K		$0.00	100K	Dec 9, 2022	Common Stock	100K		Direct	F1, F4
transaction	KAR	Restricted Stock Units	Options Exercise	$0	-2.89K	-2.89%	$0.00	97.1K	Dec 9, 2022	Common Stock	2.89K		Direct	F1, F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.
F2	Includes shares acquired pursuant to the Company's Employee Stock Purchase Plan.
F3	Shares withheld by the Company to satisfy tax withholding requirements.
F4	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 May 9, 2023, one-third of these restricted stock units vest on May 9, 2024 and the remaining one-third of these restricted stock units vest on May 9, 2025, subject to certain continued employment conditions.
F5	Shares withheld to satisfy FICA taxes due in the year the reporting person reaches retirement eligibility. Each remaining restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.
F6	These restricted stock units remain subject to a time-vesting requirement and are scheduled to vest and settle in common stock as follows: 32,371 of these restricted stock units vest on May 9, 2023, 32,371 of these restricted stock units vest on May 9, 2024 and the remaining 32,372 of these restricted stock units vest on May 9, 2025, subject to certain continued employment conditions.