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Filing Details

Accession Number:: 0000769993-13-000291
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-03-14 15:12:01
Reporting Period:: 2013-03-12

Filing Date:: 2013-03-14
Accepted Time:: 2013-03-14 15:12:01
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	Insider Title	Director	Officer	Large Shareholder	Other
1477767	J. Thomas Carella	C/O Goldman, Sachs &Amp; Co. 200 West Street New York NY 10282		No	No	No	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	2013-03-12	3,789,045	$18.48	19,358,007	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnotes

Footnotes

The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any.
In connection with the secondary offering (the "Secondary Offering") of common stock, par value $0.01 per share (the "Common Stock"), of KAR Auction Services, Inc. (the "Company") by a selling stockholder pursuant to an underwriting agreement (the "Underwriting Agreement") and final prospectus supplement, each dated March 6, 2013, KAR Holdings II, LLC ("KAR LLC"), as selling stockholder, sold 13,000,000 shares of Common Stock of the Company at $18.48 per share, which represents the $19.25 Secondary Offering price per share of Common Stock, less the underwriting discount of $0.77 per share of Common Stock. The Secondary Offering closed on March 12, 2013.
The common interests of KAR LLC are held by a private investor group, which includes certain limited partnerships (the "Limited Partnerships"). Goldman Sachs is a wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of the Limited Partnerships. Affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner or managing partner of the Limited Partnerships.
Pursuant to the Underwriting Agreement and in connection with the Secondary Offering, the underwriters exercised their option (the "Over-Allotment Option") to purchase additional shares of Common Stock from the selling stockholder. Goldman Sachs is one of several underwriters under the Underwriting Agreement. The Over-Allotment Option closed simultaneously with the Secondary Offering on March 12, 2013. KAR LLC sold an additional 1,950,000 shares of Common Stock pursuant to the underwriters' exercise of the Over-Allotment Option.
As of March 12, 2013, as a result of the Secondary Offering and the exercise of the Over-Allotment Option, GS Group and Goldman Sachs may be deemed to beneficially own indirectly, in the aggregate, 19,358,007 shares of Common Stock of the Company by reason of the indirect beneficial ownership of such shares by the Limited Partnerships. The Limited Partnerships may be deemed to indirectly beneficially own 19,358,007 shares of Common Stock by reason of the direct beneficial ownership of such shares by KAR LLC. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.