Filing Details
- Accession Number:
- 0001140361-13-016592
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2013-04-16 16:29:07
- Reporting Period:
- 2013-04-12
- Filing Date:
- 2013-04-16
- Accepted Time:
- 2013-04-16 16:29:07
- SEC Url:
- Form 4 Filing
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 |
|---|---|---|---|---|---|---|---|
| 1382603 | Murray Richard Smith | 12800 Tuckahoe Creek Parkway Richmond VA 23238 | Senior Vice President & Cio | No | Yes | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Acquisiton | 2013-04-12 | 85,000 | $19.82 | 208,193 | No | 4 | M | Direct | |
| Common Stock | Acquisiton | 2013-04-12 | 40,000 | $13.19 | 248,193 | No | 4 | M | Direct | |
| Common Stock | Disposition | 2013-04-12 | 6,889 | $0.00 | 241,304 | No | 4 | S | Direct | |
| Common Stock | Disposition | 2013-04-12 | 125,000 | $0.00 | 116,304 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | M | Direct | |
| No | 4 | M | Direct | |
| No | 4 | S | Direct | |
| No | 4 | S | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | Stock Options (Right to Buy) | Disposition | 2013-04-12 | 85,000 | $0.00 | 85,000 | $19.82 |
| Common Stock | Stock Options (Right to Buy) | Disposition | 2013-04-12 | 40,000 | $0.00 | 40,000 | $13.19 |
| Common Stock | Restricted Stock Units | Acquisiton | 2013-04-15 | 5,686 | $0.00 | 0 | $0.00 |
| Common Stock | Stock Options (Right to Buy) | Acquisiton | 2013-04-15 | 57,757 | $0.00 | 57,757 | $42.68 |
| Common Stock | SARS | Acquisiton | 2013-04-15 | 57,757 | $0.00 | 57,757 | $42.68 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 0 | 2009-04-07 | 2015-04-07 | No | 4 | M | Direct |
| 0 | 2006-06-24 | 2015-06-24 | No | 4 | M | Direct |
| 5,686 | No | 4 | A | Direct | ||
| 57,757 | 2014-04-15 | 2020-04-15 | No | 4 | A | Direct |
| 57,757 | 2014-04-15 | 2020-04-15 | No | 4 | A | Direct |
Footnotes
- The shares with respect to this transaction were sold at prices ranging from $44.21 to $44.28. 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.
- The shares with respect to this transaction were sold at prices ranging from $44.02 to $44.21. 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.
- This option was previously reported as covering 20,000 shares at an exercise price of $26.38, but was adjusted to reflect the Issuer's 2-for-1 stock split in the form of a share dividend, which occurred on March 26, 2007.
- 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.
- The restricted stock units shall vest on April 15, 2016.
- The stock options are exercisable with respect to one-fourth of the underlying shares of Company common stock on each of April 15, 2014, April 15, 2015, April 15, 2016 and April 15, 2017.
- The stock options and 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, a copy of which is attached as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 29, 2012.
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