Sec Form 3 Filing - Ignition Acquisition Holdings LP @ KAR Auction Services, Inc. - 2020-06-22

FORM 3 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 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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1. Name and Address of Reporting Person Ignition Acquisition Holdings LP 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O APAX PARTNERS, L.P., 601 LEXINGTON AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 06/22/2020 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Series A Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 28,169,000 I See Footnotes ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ignition Acquisition Holdings LP C/O APAX PARTNERS, L.P. 601 LEXINGTON AVENUE NEW YORK, NY10022 X Ignition Acquisition Holdings GP LLC C/O APAX PARTNERS, L.P. 601 LEXINGTON AVENUE NEW YORK, NY10022 X Ignition Parent LP C/O APAX PARTNERS, L.P. 601 LEXINGTON AVENUE NEW YORK, NY10022 X Ignition GP LLC C/O APAX PARTNERS, L.P. 601 LEXINGTON AVENUE NEW YORK, NY10022 X Signatures Ignition Acquisition Holdings LP, By: Ignition Acquisition Holdings GP LLC, its General Partner, By: /s/ Steven Kooyers, Name: Steven Kooyers, Title: Treasurer and Secretary 07/02/2020 Signature of Reporting Person Date Ignition Acquisition Holdings GP LLC, By: /s/ Steven Kooyers, Name: Steven Kooyers, Title: Treasurer and Secretary 07/02/2020 Signature of Reporting Person Date Ignition Parent LP, By: Ignition GP LLC, its General Partner, By: /s/ Steven Kooyers, Name: Steven Kooyers, Title: Treasurer and Secretary 07/02/2020 Signature of Reporting Person Date Ignition GP LLC, By: /s/ Steven Kooyers, Name: Steven Kooyers, Title: Treasurer and Secretary 07/02/2020 Signature of Reporting Person Date Ignition Topco Ltd, By: /s/ Mark Babbe, Name: Mark Babbe, Title: Director 07/02/2020 Signature of Reporting Person Date Apax X GP Co. Limited, By: /s/ Andrew Guille, Name: Andrew Guille, Title: Director 07/02/2020 Signature of Reporting Person Date Apax Guernsey (Holdco) PCC Limited acting in respect of its Apax X Cell, By: /s/ Andrew Guille, Name: Andrew Guille, Title: Director 07/02/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects Series A Preferred Stock, par value $0.01 per share, of the Issuer ("Series A Preferred Stock"). The Series A Preferred Stock has no stated maturity, and beginning on June 10, 2021, the Series A Preferred Stock will be convertible at the option of the holders thereof into shares of common stock, par value $0.01 per share, of the Issuer ("Common Stock") at an initial conversion price of $17.75 per share of Series A Preferred Stock and an initial conversion rate of 56.3380 shares of Common Stock per share of Series A Preferred Stock, subject to adjustment as provided in the Certificate of Designations of the Series A Preferred Stock. The Issuer may mandatorily convert the Series A Preferred Stock into Common Stock at any time after the three-year anniversary of the issuance, if certain conditions are met. ( 2 )Reflects securities held directly by Ignition Acquisition Holdings LP. Ignition Acquisition Holdings GP LLC is the general partner of Ignition Acquisition Holdings LP. Ignition Parent LP is the sole member of Ignition Acquisition Holdings GP LLC. Ignition GP LLC is the general partner of Ignition Parent LP. Ignition Topco Ltd is the sole member of Ignition GP LLC. Apax X GP Co. Limited, in its capacity as investment manager of the Apax funds, holds 100% of the shares of Ignition Topco Ltd. Apax Guernsey (Holdco) PCC Limited Apax X Cell is the sole parent of Apax X GP Co. Limited. ( 3 )Each of the Reporting Persons may be deemed to beneficially own the securities beneficially owned by Ignition Acquisition Holdings LP directly or indirectly controlled by it, but each (other than Ignition Acquisition Holdings LP to the extent of its direct holdings) disclaims beneficial ownership of such shares, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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