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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right to buy) | $ 16.07 | (4) | 02/28/2022 | Common Stock | 32,000 | 32,000 | D | ||||||||
| Restricted Stock Units | (5) | (6) | (6) | Common Stock | 382 | 382 | D | ||||||||
| Restricted Stock Units | (5) | (7) | (7) | Common Stock | 1,025.8454 | 1,025.8454 | D | ||||||||
| Restricted Stock Units | (5) | (8) | (8) | Common Stock | 485.1353 | 485.1353 | D | ||||||||
| Restricted Stock Units | (5) | 02/06/2018 | A | 1,838 | (9) | (9) | Common Stock | 1,838 | $ 0 | 1,838 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Money James E. II 13085 HAMILTON CROSSING BLVD. CARMEL, IN 46032 |
AFC President | |||
| Rebecca C. Polak, Attorney In Fact | 02/08/2018 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The number of performance-based restricted stock units that vested was determined based on the Company's cumulative adjusted net income per share exceeding certain levels over the three-year period beginning on January 1, 2015 and ending on December 31, 2017. |
| (2) | Each performance-based restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. The performance-based restricted stock units vested into common stock on February 6, 2018. |
| (3) | Shares withheld by the Company to satisfy tax withholding requirements. |
| (4) | All shares are currently exercisable. |
| (5) | Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. |
| (6) | 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 vested on August 4, 2017, one-third of these restricted stock units vest on August 4, 2018 and the remaining one-third of these restricted stock units vest on August 4, 2019, assuming continued employment through the applicable vesting date and assuming the performance related conditions set forth in the reporting person's award agreement are met. |
| (7) | These restricted stock units and dividend equivalents remain subject to a time-vesting requirement and are scheduled to vest and settle into common stock as follows: one-third of these restricted stock units and dividend equivalents vested on February 22, 2017, one-third of these restricted stock units and dividend equivalents will vest on February 22, 2018 and the remaining one-third of these restricted stock units and dividend equivalents will vest on February 22, 2019, assuming continued employment through the applicable vesting date. |
| (8) | These restricted stock units and dividend equivalents remain subject to a time-vesting requirement and are scheduled to vest and settle into common stock as follows: half of these restricted stock units and dividend equivalents vested on February 20, 2017 and the remaining half of these restricted stock units and dividend equivalents will vest on February 20, 2018, assuming continued employment through the applicable vesting date. |
| (9) | The compensation committee certified on February 6, 2018 that the Company achieved the 2017 net income performance goal for the restricted stock unit awards granted in 2017 under the KAR Auction Services, Inc. 2009 Omnibus Stock and Incentive Plan. 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 February 24, 2018, one-third of these restricted stock units vest on February 24, 2019 and the remaining one-third of these restricted stock units vest on February 24, 2020, assuming continued employment through the applicable vesting date. |