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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GOLDMAN SACHS GROUP INC 200 WEST STREET NEW YORK, NY 10282 |
X | |||
GOLDMAN SACHS & CO 200 WEST STREET NEW YORK, NY 10282 |
X |
/s/ Yvette Kosic, Attorney-in-fact | 05/13/2010 | |
**Signature of Reporting Person | Date | |
/s/ Yvette Kosic, Attorney-in-fact | 05/13/2010 | |
**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) | This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group") and Goldman, Sachs & Co. ("Goldman Sachs" and, together with GS Group, the "Reporting Persons"). The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein. |
(2) | The Reporting Persons may be deemed to beneficially own indirectly, in the aggregate, 27,081,830 shares of common stock, par value $0.01 per share ("Common Stock"), of KAR Auction Services, Inc. (the "Company") by reason of the indirect beneficial ownership of such shares by certain limited partnerships (the "Limited Partnerships"). The Limited Partnerships may be deemed to beneficially own indirectly 27,081,830 shares of Common Stock by reason of the direct beneficial ownership of such shares by KAR Holdings II, LLC ("KAR LLC"). The common interests of KAR LLC are held by a private investor group, which includes 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. |
(3) | The Common Stock of the Company reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs and may be deemed to have been beneficially owned indirectly by GS Group. Without admitting any legal obligation, Goldman Sachs or another wholly-owned subsidiary of GS Group will remit appropriate profits, if any, to the Company. |