Filing Details

Accession Number:
0000769993-13-000518
Form Type:
4
Zero Holdings:
No
Publication Time:
2013-11-15 18:02:42
Reporting Period:
2013-11-13
Filing Date:
2013-11-15
Accepted Time:
2013-11-15 18:02:42
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
1029623 K Sanjeev Mehra C/O Goldman, Sachs &Amp; Co.
200 West Street
New York NY 10282
No No No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Disposition 2013-11-13 7,116,476 $27.14 49 No 4 S Indirect See footnotes
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 S Indirect See footnotes
Footnotes
  1. 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.
  2. 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 November 6, 2013, KAR Holdings II, LLC ("KAR LLC"), as selling stockholder, sold 23,896,583 shares of Common Stock of the Company at $27.14 per share, which represents the $27.60 Secondary Offering price per share of Common Stock, less the underwriting discount of $0.46 per share of Common Stock. The Secondary Offering closed on November 13, 2013. A portion of the proceeds were paid in respect of profit interests pursuant to KAR LLC's Second Amended and Restated Limited Liability Company Agreement, as amended, and Axle Holdings II, LLC's Amended and Restated Limited Liability Company Agreement, as amended.
  3. 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.
  4. 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 November 13, 2013. KAR LLC sold an additional 3,584,487 shares of Common Stock pursuant to the underwriters' exercise of the Over-Allotment Option.
  5. As of November 13, 2013, Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 49 shares of Common Stock, due to exempt transactions. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.