Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Caruso Thomas J.
2. Date of Event Requiring Statement (Month/Day/Year)
12/10/2009
3. Issuer Name and Ticker or Trading Symbol
KAR Auction Services, Inc. [KAR]
(Last)
(First)
(Middle)
C/O KAR AUCTION SERVICES, INC., 13085 HAMILTON CROSSING BLVD.
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO of ADESA
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

CARMEL, IN 46032
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 5,000 (1)
I
By KAR Holdings II, LLC

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   (2)(3) 08/20/2017 Common Stock 175,880 (2) (3) $ 10 D  
Employee Stock Option (right to buy)   (4)(5) 08/19/2018 Common Stock 54,800 (4) (5) $ 16.677 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Caruso Thomas J.
C/O KAR AUCTION SERVICES, INC.
13085 HAMILTON CROSSING BLVD.
CARMEL, IN 46032
      President and CEO of ADESA  

Signatures

/s/ Rebecca C. Polak as Attorney-in-Fact 12/10/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Includes 5,000 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.
(2) 43,970 of these options are service options that vest based upon the passage of time and the reporting person's continued service with the Company. The option became exercisable as to 10,992 shares on August 20, 2008 and as to 10,992 shares on August 20, 2009. On December 10, 2009, the Company's board of directors adopted resolutions providing that the remaining 21,985 shares will become exercisable as of the effective date of the Company's IPO.
(3) 131,910 of these options are performance options that, as of the effective date of the Company's IPO, will vest as follows: 25% of these options vest if, during any consecutive 90-day period, the average closing price per share of the Company's common stock (or, the "average closing price") is at least $20.00 and the closing price per share of the Company's common stock on the last day of such 90-day period (or, the "last day closing price") is at least $17.00; the next 25% of these options vest if, during any consecutive 90-day period, the average closing price is at least $25.00 and the last day closing price is at least $21.25; the next 25% of these options vest if, during any consecutive 90-day period, the average closing price is at least $30.00 and the last day closing price is at least $25.50; and the remaining 25% of these options vest if, during any consecutive 90-day period, the average closing price is at least $35.00 and the last day closing price is at least $29.75.
(4) 13,700 of these options are service options that vest based upon the passage of time and the reporting person's continued service with the Company. The option became exercisable as to 3,425 shares on August 19, 2009. On December 10, 2009, the Company's board of directors adopted resolutions providing that the remaining 10,275 shares will become exercisable as of the effective date of the Company's IPO.
(5) 41,100 of these options are performance options that, as of the effective date of the Company's IPO, will vest as follows: 25% of these options vest if, during any consecutive 90-day period, the average closing price per share of the Company's common stock (or, the "average closing price") is at least $20.00 and the closing price per share of the Company's common stock on the last day of such 90-day period (or, the "last day closing price") is at least $17.00; the next 25% of these options vest if, during any consecutive 90-day period, the average closing price is at least $25.00 and the last day closing price is at least $21.25; the next 25% of these options vest if, during any consecutive 90-day period, the average closing price is at least $30.00 and the last day clsoing price is at least $25.50; and the remaining 25% of these options vest if, during any consecutive 90-day period, the average closing price is at least $35.00 and the last day closing price is at least $29.75.

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