CARMAX INC — Director's Dealing 2011

Apr 6, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARMAX INC (KMX)
CIK: 0001170010
Period of Report: 2011-04-05

Reporting Person: BROWNING KEITH D (Director, EVP/Finance)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-05	Restricted Stock Units	$0.00	A	9456	Acquired		Common Stock ()	Direct
2011-04-05	Stock Options (Right to Buy)	$32.69	A	94669	Acquired	2018-04-05	Common Stock (94669)	Direct
2011-04-05	SARS	$32.69	A	94669	Acquired	2018-04-05	Common Stock (94669)	Direct

Footnotes

F1: 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 (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 October 22, 2010. 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.

F2: The restricted stock units shall vest on April 5, 2014.

F3: The stock options are exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 5, 2012, April 5, 2013, April 5, 2014 and April 5, 2015.

F4: 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.