Filing Details

Accession Number:
0001140361-12-020241
Form Type:
4
Zero Holdings:
No
Publication Time:
2012-04-12 15:13:00
Reporting Period:
2012-04-10
Filing Date:
2012-04-12
Filing Date Changed:
2012-04-12
Accepted Time:
2012-04-12 16:13:00
Original Submission Date:
Issuer
Cik Name Symbol Sector (SIC) IRS No
1170010 Carmax Inc KMX Retail-Auto Dealers & Gasoline Stations (5500) 541821055
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1223833 K Michael Dolan 12800 Tuckahoe Creek Parkway
Richmond VA 23238
Cao/executive Vice President No Yes No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings
Common Stock Acquisiton 2012-04-10 29,048 $0.00 120,566
Common Stock Disposition 2012-04-10 9,354 $32.54 111,212
Common Stock Acquisiton 2012-04-10 50,000 $14.80 161,212
Common Stock Acquisiton 2012-04-10 50,000 $17.20 211,212
Common Stock Disposition 2012-04-10 100,000 $31.90 111,212
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 M Direct
No 4 F Direct
No 4 M Direct
No 4 M Direct
No 4 S Direct
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Restricted Stock Units Disposition 2012-04-10 14,524 $0.00 29,048 $0.00
Common Stock Stock Options (Right to Buy) Disposition 2012-04-10 50,000 $0.00 50,000 $14.80
Common Stock Stock Options (Right to Buy) Disposition 2012-04-10 50,000 $0.00 50,000 $17.20
Common Stock Restricted Stock Units Acquisiton 2012-04-10 10,679 $0.00 0 $0.00
Common Stock Stock Options (Right to Buy) Acquisiton 2012-04-10 102,843 $0.00 102,843 $31.76
Common Stock SARS Acquisiton 2012-04-10 102,843 $0.00 102,843 $31.76
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
0 No 4 M Direct
0 2005-04-01 2014-04-01 No 4 M Direct
0 2007-05-01 2013-05-01 No 4 M Direct
10,679 No 4 A Direct
102,843 2013-04-10 2019-04-10 No 4 A Direct
102,843 2013-04-10 2019-04-10 No 4 A Direct
Footnotes
  1. The shares with respect to this transaction were sold at prices ranging from $31.53 to $32.03. Upon request, the Reporting Person will provide the Securities and Exchange Commission staff, the Issuer, or any security holder of the Issuer, full information regarding the number of shares sold at each separate price.
  2. Following vesting of the restricted stock units, which are referred to by the Company as market stock units (MSUs), the Reporting Person received two times the number of MSUs in shares of Company common stock.
  3. The restricted stock units vested on April 7, 2012, and were settled in Company common stock on April 10, 2012.
  4. 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 10.2 to the Company's Current Report on Form 8-K filed on December 23, 2011. 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.
  5. The restricted stock units shall vest on April 10, 2015.
  6. The stock options are exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 10, 2013, April 10, 2014, April 10, 2015 and April 10, 2016.
  7. The stock options and the stock appreciation rights (SARs) were granted in tandem. Accordingly, the exercise of one results in the surrender to the Issuer of the other. The SARs, which will entitle the Reporting Person to receive the cash value of the options in lieu of exercising the options, become exercisable only following a change in control of the Issuer as set forth in the Issuer's 2002 Stock Incentive Plan, as amended and restated.
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