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CARMAX INC — Director's Dealing 2010
Feb 4, 2010
30853_dirs_2010-02-04_b31b4340-2039-4bbc-8d37-21f1c07e500d.zip
Director's Dealing
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SEC Form 3 — Initial Statement of Beneficial Ownership
Issuer: CARMAX INC (KMX)
CIK: 0001170010
Period of Report: 2010-01-25
Reporting Person: Wood William C Jr. (SVP, Sales)
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Common Stock | 17659 | Direct |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Stock Options (Right to Buy) | $7.143 | 2013-04-02 | Common Stock (50000) | Direct | |
| SARS | $7.143 | 2013-04-02 | Common Stock (50000) | Direct | |
| Stock Options (Right to Buy) | $14.803 | 2014-04-01 | Common Stock (40000) | Direct | |
| SARS | $14.803 | 2014-04-01 | Common Stock (40000) | Direct | |
| Stock Options (Right to Buy) | $13.19 | 2015-06-24 | Common Stock (40000) | Direct | |
| SARS | $13.19 | 2015-06-24 | Common Stock (40000) | Direct | |
| Stock Options (Right to Buy) | $17.195 | 2013-05-01 | Common Stock (40000) | Direct | |
| SARS | $17.195 | 2013-05-01 | Common Stock (40000) | Direct | |
| Stock Options (Right to Buy) | $24.99 | 2014-04-03 | Common Stock (30800) | Direct | |
| SARS | $24.99 | 2014-04-03 | Common Stock (30800) | Direct | |
| Stock Options (Right to Buy) | $19.82 | 2015-04-07 | Common Stock (48000) | Direct | |
| SARS | $19.82 | 2015-04-07 | Common Stock (48000) | Direct | |
| Stock Options (Right to Buy) | $11.43 | 2016-04-07 | Common Stock (49656) | Direct | |
| SARS | $11.43 | 2016-04-07 | Common Stock (49656) | Direct | |
| Restricted Stock Units | $0.00 | Common Stock (4451) | Direct |
Footnotes
F1: The stock option vested in four equal installments on each of April 2, 2004, April 2, 2005, April 2, 2006 and April 2, 2007 and is now fully exercisable.
F2: 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.
F3: The stock option vested in four equal installments on each of April 1, 2005, April 1, 2006, April 1, 2007 and April 1, 2008 and is now fully exercisable.
F4: The stock option vested in four equal installments on each of June 24, 2006, June 24, 2007, June 24, 2008 and June 24, 2009 and is now fully exercisable.
F5: The stock options are exercisable with respect to one-fourth of the underlying shares of Common Stock on each of May 1, 2007, May 1, 2008, May 1, 2009 and May 1, 2010.
F6: The stock options are exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 3, 2008, April 3, 2009, April 3, 2010 and April 3, 2011.
F7: The stock options are exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 7, 2009, April 7, 2010, April 7, 2011 and April 7, 2012.
F8: The stock options are exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 7, 2010, April 7, 2011, April 7, 2012 and April 7, 2013.
F9: The restricted stock units shall vest on April 7, 2012.
F10: Shares of Company common stock will be issued to the Reporting Person upon vesting of the restricted stock units, which are referred to by the Company as market stock units (the ?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 April 2, 2009. The minimum number of shares of Company common stock that will be issued to the Reporting Person at vesting is zero, and the maximum number of shares of Company common stock that will be issued at vesting is two times the number of MSUs.