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 *
Vignes David
  2. Issuer Name and Ticker or Trading Symbol
KAR Auction Services, Inc. [KAR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP of Enterprise Optimization
(Last)
(First)
(Middle)
13085 HAMILTON CROSSING BLVD.
3. Date of Earliest Transaction (Month/Day/Year)
03/12/2013
(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 03/12/2013   S   491 (1) D $ 18.48 2,509 (2) I By KAR Holdings II, LLC
Common Stock               5,000 D  

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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) $ 10               (3)(4)(5) 08/20/2017 Common Stock 105,520 (3) (4) (5)   105,520 D  
Employee Stock Option (right to buy) $ 16.677               (5)(6)(7) 08/19/2018 Common Stock 54,800 (5) (6) (7)   54,800 D  
Employee Stock Option (right to buy) $ 13.46               (5)(8)(9) 03/01/2020 Common Stock 89,560 (5) (8) (9)   89,560 D  
Employee Stock Option (right to buy) $ 18.8               (5)(10) 05/05/2021 Common Stock 50,000 (5) (10)   50,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Vignes David
13085 HAMILTON CROSSING BLVD.
CARMEL, IN 46032
      EVP of Enterprise Optimization  

Signatures

 Rebecca C. Polak as Attorney In Fact   03/14/2013
**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) Reflects sales of shares of common stock of KAR Auction Services, Inc. in a secondary offering by KAR Holdings II, LLC that closed on March 12, 2013.
(2) Includes 2,509 shares of common stock held of record by KAR Holdings II, LLC, by virtue of the reporting person's common ownership interest in KAR Holdings II, LLC. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
(3) 26,380 of these options are service options that became exercisable as of the effective date of the Company's initial public offering.
(4) 79,140 of these options are performance options that will vest as follows: 25% of these options vested on March 1, 2013; 25% of these options vest if the closing price of a share of the Company's common stock exceeds $25.00 for twenty (20) consecutive trading days; 25% of these options vest if the closing price of a share of the Company's common stock exceeds $30.00 for twenty (20) consecutive trading days; and 25% of these options vest if the closing price of a share of the Company's common stock exceeds $35.00 for twenty (20) consecutive trading days.
(5) An additional condition to vesting is that the reporting person must be a director, officer, employee, consultant or agent of the Company or any of its subsidiaries on the date on which the conditions set forth above are satisfied.
(6) 13,700 of these options are service options that became exercisable as of the effective date of the Company's initial public offering.
(7) 41,100 of these options are performance options that will vest as follows: 25% of these options vested on March 1, 2013; 25% of these options vest if the closing price of a share of the Company's common stock exceeds $25.00 for twenty (20) consecutive trading days; 25% of these options vest if the closing price of a share of the Company's common stock exceeds $30.00 for twenty (20) consecutive trading days; and 25% of these options vest if the closing price of a share of the Company's common stock exceeds $35.00 for twenty (20) consecutive trading days.
(8) 22,390 of these options are service options that vest based upon the passage of time and the reporting person's continued service with the Company. 25% of these options became exercisable on 3/1/2011, 25% of these options became exercisable on 3/1/2012, 25% of these options became exercisable on 3/1/2013, and the remaining 25% become exercisable on 3/1/2014.
(9) 67,170 of these options are performance options that will vest as follows: 25% of these options vested on March 1, 2013; 25% of these options vest if the closing price of a share of the Company's common stock exceeds $25.00 for twenty (20) consecutive trading days; 25% of these options vest if the closing price of a share of the Company's common stock exceeds $30.00 for twenty (20) consecutive trading days; and 25% of these options vest if the closing price of a share of the Company's common stock exceeds $35.00 for twenty (20) consecutive trading days.
(10) These 50,000 options are service options that vest based upon the passage of time and the reporting person's continued service with the Company. 25% of these options became exercisable on 5/5/2012, 25% of these options become exercisable on 5/5/2013, 25% of these options become exercisable on 5/5/2014, and the remaining 25% become exercisable on 5/5/2015.

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