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CARMAX INC Director's Dealing 2013

Jul 3, 2013

30853_dirs_2013-07-03_fdf648e2-cb0a-4c9d-8426-86c9564255c5.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: 2013-06-24

Reporting Person: Chattin Angela S (SVP CAF)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 6865 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Options (Right to Buy) $19.82 2015-04-07 Common Stock (38000) Direct
Stock Options (Right to Buy) $11.43 2016-04-07 Common Stock (27242) Direct
Stock Options (Right to Buy) $25.39 2017-04-06 Common Stock (64894) Direct
Stock Options (Right to Buy) $32.69 2018-04-05 Common Stock (64894) Direct
Stock Options (Right to Buy) $31.76 2019-04-10 Common Stock (70497) Direct
Stock Options (Right to Buy) $42.68 2020-04-15 Common Stock (57757) Direct
Restricted Stock Units $0 Common Stock (6482) Direct
Restricted Stock Units $0 Common Stock (7320) Direct
Restricted Stock Units $0 Common Stock (5686) Direct

Footnotes

F1: The stock options vested in four equal installments on each of April 7, 2009, April 7, 2010, April 7, 2011 and April 7, 2012 and are now fully exercisable.

F2: The stock options vested in four equal installments on each of April 7, 2010, April 7, 2011, April 7, 2012 and April 7, 2013 and are now fully exercisable.

F3: 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.

F4: 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.

F5: 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.

F6: The stock options are exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 15, 2014, April 15, 2015, April 15, 2016 and April 15, 2017.

F7: The restricted stock units shall vest on April 5, 2014.

F8: 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 (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 October 22, 2010. 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.

F9: The restricted stock units shall vest on April 10, 2015.

F10: 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.

F11: The restricted stock units shall vest on April 15, 2016.