Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
HALLETT JAMES P
  2. Issuer Name and Ticker or Trading Symbol
KAR Auction Services, Inc. [KAR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
C/O: KAR AUCTION SERVICES, INC., 13085 HAMILTON CROSSING BOULEVARD
3. Date of Earliest Transaction (Month/Day/Year)
12/05/2018
(Street)

CARMEL, IN 46032
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/05/2018   M   527 A $ 0 (1) 320,562.3877 (2) D  
Common Stock 12/05/2018   F(3)   527 D $ 54.73 320,035.3877 D  
Common Stock 12/05/2018   M   721 A $ 0 (1) 320,756.3877 D  
Common Stock 12/05/2018   F(3)   721 D $ 54.73 320,035.3877 D  
Common Stock 03/02/2019   M   5,766 A $ 0 (4) 325,801.3877 D  
Common Stock 03/02/2019   F(5)   2,378 D $ 47.72 323,423.3877 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 30.89               (6) 02/27/2024 Common Stock 194,404   194,404 D  
Restricted Stock Units (7) 12/05/2018   M     527 (1)   (8)   (8) Common Stock 527 $ 0 6,316 D  
Restricted Stock Units (7) 12/05/2018   M     721 (1)   (9)   (9) Common Stock 721 $ 0 17,298 D  
Restricted Stock Units (7) 03/02/2019   M     5,766   (9)   (9) Common Stock 5,766 $ 0 11,532 D  
Restricted Stock Units (7)               (10)   (10) Common Stock 20,719   20,719 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HALLETT JAMES P
C/O: KAR AUCTION SERVICES, INC.
13085 HAMILTON CROSSING BOULEVARD
CARMEL, IN 46032
  X     Chief Executive Officer  

Signatures

 Rebecca C. Polak as Attorney In Fact   03/05/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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) Shares withheld to satisfy FICA taxes due in the year the reporting person reaches retirement eligibility with respect to the restricted stock units. Each remaining restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.
(2) Includes 1,716.2647 shares acquired (including 88.0616 shares acquired by dividend reinvestment) pursuant to the Company's Employee Stock Purchase Plan.
(3) Shares withheld to satisfy FICA taxes due in the year the reporting person reaches retirement eligibility with respect to the restricted stock units.
(4) Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis. The restricted stock units vested in common stock on March 2, 2019.
(5) Shares withheld by the Company to satisfy tax withholding requirements.
(6) All of these options are currently exercisable.
(7) Each restricted stock unit is convertible into a share of common stock on a 1-for-1 basis.
(8) 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 February 24, 2018, one-third of these restricted stock units vested 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.
(9) 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 March 2, 2019, one-third of these restricted stock units vest on March 2, 2020 and the remaining one-third of these restricted stock units vest on March 2, 2021, assuming continued employment through the applicable vesting date.
(10) 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 22, 2020, one-third of these restricted stock units vest on February 22, 2021 and the remaining one-third of these restricted stock units vest on February 22, 2022, assuming continued employment through the applicable vesting date.

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