Form Type: 4

SEC EDGAR Link
Accession Number:0001170010-20-000080
Date:2020-05-01
Issuer: CARMAX INC (KMX)
Original Submission Date:

Reporting Person:

NEWBERRY DARREN C
12800 TUCKAHOE CREEK PARKWAY
RICHMOND, VA 23238

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2020-05-01 M 1,810 a $0.00 5,604 direct
COMMON STOCK 2020-05-01 F 545 d $71.07 5,059 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
RESTRICTED STOCK UNITS 0.0 2020-05-01 deemed execution date M 1,685 (d) common stock 1,810 $0.00 0 direct
RESTRICTED STOCK UNITS 0.0 2020-05-01 deemed execution date A 2,685 (a) common stock $0.00 2,685 direct
STOCK OPTIONS (RIGHT TO BUY) 71.07 2020-05-01 deemed execution date A 33,171 (a) 2027-05-01 common stock 33,171 $71.07 33,171 direct
Footnotes
IDfootnote
f1 following vesting of the restricted stock units, which are referred to by the company as market stock units (msus), the reporting person received 1.07434 times the number of msus in shares of company common stock.
f2 the restricted stock units vested on may 1, 2020 and were settled in company common stock.
f3 shares of company common stock will be issued to the reporting person following vesting of the restricted stock units, which are referred to by the company as market stock units (msus), in accordance with the terms of the form of notice of market stock unit grant filed as exhibit 10.55 to the company's annual report on form 10-k filed on april 21, 2020. the minimum number of shares of company common stock that will be issued to the reporting person at payment is zero, and the maximum number of shares of company common stock that will be issued at payment is two times the number of msus.
f4 the restricted stock units shall vest on may 1, 2023.
f5 the stock options were granted in tandem with stock appreciation rights (sars). accordingly, the exercise of one results in the surrender to the company of the other. the sars become exercisable only following a change in control of the company as set forth in the company's 2002 stock incentive plan, as amended and restated. once exercisable, the sars would entitle the reporting person to receive the cash value of the options in lieu of exercising the options.
f6 the stock options become exercisable with respect to one-fourth of the underlying shares of common stock on each of may 1, 2021, may 1, 2022, may 1, 2023 and may 1, 2024.
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