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Filing Details

Accession Number:: 0001209191-12-057492
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-12-13 17:16:53
Reporting Period:: 2012-12-11

Filing Date:: 2012-12-13
Accepted Time:: 2012-12-13 17:16:53
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1395942	Kar Auction Services Inc.	KAR	Retail-Auto Dealers & Gasoline Stations (5500)	208744739

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1034431	T Frank Nickell	C/O: Kelso And Company 320 Park Avenue, 24Th Floor New York NY 10022	No	No	Yes	No
1034432	E George Matelich	C/O: Kelso And Company 320 Park Avenue, 24Th Floor New York NY 10022	No	No	Yes	No
1034433	Iv R Thomas Wall	C/O: Kelso And Company 320 Park Avenue, 24Th Floor New York NY 10022	No	No	Yes	No
1034435	K Frank Bynum	C/O: Kelso And Company 320 Park Avenue, 24Th Floor New York NY 10022	No	No	Yes	No
1055858	I David Wahrhaftig	C/O: Kelso And Company 320 Park Avenue, 24Th Floor New York NY 10022	No	No	Yes	No
1079290	E Philip Berney	C/O: Kelso And Company 320 Park Avenue, 24Th Floor New York NY 10022	No	No	Yes	No
1141447	Kep Vi Llc	C/O: Kelso And Company 320 Park Avenue, 24Th Floor New York NY 10022	No	No	Yes	No
1300363	J Frank Loverro	C/O: Kelso And Company 320 Park Avenue, 24Th Floor New York NY 10022	No	No	Yes	No
1323752	Ii J James Connors	C/O: Kelso And Company 320 Park Avenue, 24Th Floor New York NY 10022	No	No	Yes	No
1403550	J De Stanley Osborne	C/O: Kelso And Company 320 Park Avenue, 24Th Floor New York NY 10022	No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2012-12-11	6,585,111	$16.71	38,738,129	No	4	S	Indirect	By KAR Holdings II, LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	By KAR Holdings II, LLC

Footnotes

Reflects sales of shares of common stock of KAR Auction Services, Inc. in a secondary offering by KAR Holdings II, LLC that closed on December 11, 2012.
Includes (i) 15,794,975 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) 3,911,135 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) 15,254,672 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) 3,777,347 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. KIA VII is the majority owner of KAR Holdings II, LLC. 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 and Collins 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 and Collins is the beneficial owner of these securities for purposes of Section 16 or for any other purposes.