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CARMAX INC — Director's Dealing 2012
Apr 12, 2012
30853_dirs_2012-04-12_fd7fce83-9971-4bad-ad5a-0a9fa7b4e2cb.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: 2012-04-10
Reporting Person: Wood William C Jr. (EVP, Stores)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2012-04-10 | Common Stock | M | 8902 | $0.00 | Acquired | 19829 | Direct |
| 2012-04-10 | Common Stock | F | 2867 | $32.54 | Disposed | 16962 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2012-04-10 | Restricted Stock Units | $0.0 | A | 10679 | Acquired | Common Stock () | Direct | |
| 2012-04-10 | Stock Options (Right to Buy) | $31.76 | A | 102843 | Acquired | 2019-04-10 | Common Stock (102843) | Direct |
| 2012-04-10 | SARS | $31.76 | A | 102843 | Acquired | 2019-04-10 | Common Stock (102843) | Direct |
| 2012-04-10 | Restricted Stock Units | $ | M | 4451 | Disposed | Common Stock (8902) | Direct |
Footnotes
F1: 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.
F2: The restricted stock units shall vest on April 10, 2015.
F3: 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.
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.
F5: 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.
F6: The restricted stock units vested on April 7, 2012, and were settled in Company common stock on April 10, 2012.