SEC FORM 4

SEC FORM 4 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

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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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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

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

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

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

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

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

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

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.

SEC Form 4 filed by Large owner Ignition Acquisition Holdings Lp