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  4. [Form 4] OPENLANE, Inc. Insider Trading Activity

Ignition entity exits 288,322 OPENLANE (KAR) preferred shares for $482M

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Ignition Acquisition Holdings LP, a ten percent owner of OPENLANE, Inc., reported the sale of 288,322 shares of Series A Preferred Stock. According to the disclosure, this reflects an issuer repurchase for aggregate consideration of $482,431,500 from the reporting persons. The Series A Preferred Stock has no stated maturity and has been convertible into common stock since June 10, 2021 at an initial conversion price of $17.75 per preferred share and an initial rate of 56.3380 common shares per preferred share, subject to adjustment under its Certificate of Designations.

Positive

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Negative

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Insider Ignition Acquisition Holdings LP, Ignition Acquisition Holdings GP LLC, Ignition Parent LP, Ignition GP LLC, Ignition Topco Ltd, Apax X GP Co. Ltd, Apax Guernsey (Holdco) PCC Ltd
Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
Sold 288,322 shs ($0.00)
Type Security Shares Price Value
Sale Series A Preferred Stock 288,322 $0.00 --
Holdings After Transaction: Series A Preferred Stock — 288,323 shares (Indirect, See Footnotes)
Footnotes (1)
  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 were 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 ("Certificate of Designations"). 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. Reflects a repurchase by the Issuer of 288,322 shares of Series A Preferred Stock from the Reporting Persons for aggregate consideration of $482,431,500. The amount reported as beneficially owned includes Series A Preferred Stock received as dividends but excludes accrued dividends not yet declared by the Issuer pursuant to the terms of the Certificate of Designations. 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, controls 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. 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.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Ignition Acquisition Holdings LP
(Last) (First) (Middle)
C/O APAX PARTNERS US LLC
601 LEXINGTON AVENUE, 58TH FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
OPENLANE, Inc. [ KAR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/08/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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
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 Securities Underlying Derivative Security (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: 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) 10/08/2025 S(2) 288,322 (1) (1) Common Stock 16,243,485 (1) 288,323(3) I See Footnotes(4)(5)
1. Name and Address of Reporting Person*
Ignition Acquisition Holdings LP
(Last) (First) (Middle)
C/O APAX PARTNERS US LLC
601 LEXINGTON AVENUE, 58TH FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Ignition Acquisition Holdings GP LLC
(Last) (First) (Middle)
C/O APAX PARTNERS US LLC
601 LEXINGTON AVENUE, 58TH FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Ignition Parent LP
(Last) (First) (Middle)
C/O APAX PARTNERS US LLC
601 LEXINGTON AVENUE, 58TH FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Ignition GP LLC
(Last) (First) (Middle)
C/O APAX PARTNERS US LLC
601 LEXINGTON AVENUE, 58TH FLOOR
(Street)
NEW YORK NY 10022
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Ignition Topco Ltd
(Last) (First) (Middle)
P.O. BOX 656, EAST WING, TRAFALGAR COURT
(Street)
LES BANQUES, ST. PETER PORT Y7 GY1 3PP
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Apax X GP Co. Ltd
(Last) (First) (Middle)
THIRD FLOOR, ROYAL BANK PLACE,
1 GLATEGNY ESPLANADE
(Street)
ST. PETER PORT Y7 GY1 2HJ
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Apax Guernsey (Holdco) PCC Ltd
(Last) (First) (Middle)
THIRD FLOOR, ROYAL BANK PLACE,
1 GLATEGNY ESPLANADE
(Street)
ST. PETER PORT Y7 GY1 2HJ
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
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 were 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 ("Certificate of Designations"). 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 a repurchase by the Issuer of 288,322 shares of Series A Preferred Stock from the Reporting Persons for aggregate consideration of $482,431,500.
3. The amount reported as beneficially owned includes Series A Preferred Stock received as dividends but excludes accrued dividends not yet declared by the Issuer pursuant to the terms of the Certificate of Designations.
4. 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, controls 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.
5. 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.
IGNITION ACQUISITION HOLDINGS LP, By: Ignition Acquisition Holdings GP LLC, its general partner, By: /s/ Steven Kooyers, Name: Steven Kooyers, Title: Treasurer and Secretary 10/10/2025
IGNITION ACQUISITION HOLDINGS GP LLC, By: /s/ Steven Kooyers, Name: Steven Kooyers, Title: Treasurer and Secretary 10/10/2025
IGNITION PARENT LP, By: Ignition GP LLC, its general partner, By: /s/ Steven Kooyers, Name: Steven Kooyers, Title: Treasurer and Secretary 10/10/2025
IGNITION GP LLC, By: /s/ Steven Kooyers, Name: Steven Kooyers, Title: Treasurer and Secretary 10/10/2025
IGNITION TOPCO LTD, By: /s/ Mark Babbe, Name: Mark Babbe, Title: Director 10/10/2025
APAX X GP CO. LIMITED, By: /s/ Jeremy Latham, Name: Jeremy Latham, Title: Director 10/10/2025
APAX GUERNSEY (HOLDCO) PCC LIMITED ACTING IN RESPECT OF ITS APAX X CELL, By: /s/ Simon March, Name: Simon March, Title: Authorised Signatory for and on behalf of Apax Partners Guernsey Limited as Company Secretary to Apax Guernsey (Holdco) PCC Limited 10/10/2025
** Signature of Reporting Person Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did KAR disclose involving its Series A Preferred Stock?

OPENLANE, Inc. disclosed a repurchase of 288,322 shares of its Series A Preferred Stock for aggregate consideration of $482,431,500. The shares were sold by Ignition Acquisition Holdings LP and related reporting entities in a single transaction reported as a sale of derivative securities.

How is OPENLANE (KAR) Series A Preferred Stock structured and convertible?

OPENLANE’s Series A Preferred Stock has no stated maturity and has been convertible into common stock since June 10, 2021. The initial conversion price is $17.75 per preferred share with an initial conversion rate of 56.3380 common shares per preferred share, subject to adjustment under its Certificate of Designations.

Who are the reporting persons in the KAR Form 4 transaction?

The reporting structure centers on Ignition Acquisition Holdings LP, which holds the securities directly. Related entities include Ignition Acquisition Holdings GP LLC, Ignition Parent LP, Ignition GP LLC, Ignition Topco Ltd, Apax X GP Co. Limited, and Apax Guernsey (Holdco) PCC Limited Apax X Cell through layered control relationships.

How much did OPENLANE (KAR) pay in the preferred stock repurchase?

OPENLANE, Inc. repurchased 288,322 shares of Series A Preferred Stock for total consideration of $482,431,500. This amount reflects the aggregate payment to the reporting persons in connection with the transaction, which was reported as a sale of derivative securities on the Form 4.

Can OPENLANE (KAR) mandatorily convert its Series A Preferred Stock to common shares?

Yes, OPENLANE may mandatorily convert the Series A Preferred Stock into common stock any time after the three-year anniversary of issuance, if specified conditions are met. This right exists alongside the holders’ ongoing option to convert at the stated conversion price and rate.

How do the KAR reporting persons describe their beneficial ownership of the preferred stock?

Ignition Acquisition Holdings LP directly holds the securities, while related entities are upstream owners or controllers. Those other reporting persons may be deemed beneficial owners through control relationships but disclaim beneficial ownership beyond their pecuniary interest, stating the disclosure is not an admission of beneficial ownership for Section 16 purposes.