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Filing Details

Accession Number:: 0001140361-12-020241
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-04-12 16:13:00
Reporting Period:: 2012-04-10

Filing Date:: 2012-04-12
Accepted Time:: 2012-04-12 16:13:00
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
1223833	K Michael Dolan	12800 Tuckahoe Creek Parkway Richmond VA 23238	Cao/Executive Vice President	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2012-04-10	29,048	$0.00	120,566	No	4	M	Direct
Common Stock	Disposition	2012-04-10	9,354	$32.54	111,212	No	4	F	Direct
Common Stock	Acquisiton	2012-04-10	50,000	$14.80	161,212	No	4	M	Direct
Common Stock	Acquisiton	2012-04-10	50,000	$17.20	211,212	No	4	M	Direct
Common Stock	Disposition	2012-04-10	100,000	$31.90	111,212	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	F	Direct
No	4	M	Direct
No	4	M	Direct
No	4	S	Direct

Reported Derivative Transactions

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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

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.
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.
The restricted stock units vested on April 7, 2012, and were settled in Company common stock on April 10, 2012.
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 10, 2015.
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.
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.