Home > Insider Trading > Filing (0000769993-13-000519)

Filing Details

Accession Number:: 0000769993-13-000519
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-11-15 18:03:24
Reporting Period:: 2013-11-13

Filing Date:: 2013-11-15
Accepted Time:: 2013-11-15 18:03:24
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	2013-11-13	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

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. The Reporting Person resigned from the board of directors of the Company (as defined below), effective November 13, 2013.
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.
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 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.
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.