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CARMAX INC — Director's Dealing 2010
Apr 8, 2010
30853_dirs_2010-04-08_316a9298-56c1-4ca3-84f5-971089bb9be2.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: CARMAX INC (KMX)
CIK: 0001170010
Period of Report: 2010-04-06
Reporting Person: Smith Richard Murray (Senior Vice President & CIO)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2010-04-06 | Common Stock | M | 16000 | $14.80 | Acquired | 153804 | Direct |
| 2010-04-06 | Common Stock | S | 33000 | $25.26 | Disposed | 120804 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2010-04-06 | Stock Options (Right to Buy) | $14.80 | M | 16000 | Disposed | 2014-04-01 | Common Stock (16000) | Direct |
| 2010-04-06 | Restricted Stock Units | $0.00 | A | 6482 | Acquired | Common Stock () | Direct | |
| 2010-04-06 | Stock Options (Right to Buy) | $25.39 | A | 64894 | Acquired | 2017-04-06 | Common Stock (64894) | Direct |
| 2010-04-06 | SARS | $25.39 | A | 64894 | Acquired | 2017-04-06 | Common Stock (64894) | Direct |
Footnotes
F1: The shares with respect to this transaction were sold at prices ranging from $25.25 to $25.30. 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.
F2: This option was previously reported as covering 8,000 shares at an exercise price of $29.605 per share, 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.
F3: 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.
F4: The restricted stock units shall vest on April 6, 2013.
F5: The stock options are exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 6, 2011, April 6, 2012, April 6, 2013 and April 6, 2014.
F6: 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.