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CARMAX INC — Director's Dealing 2014
Dec 19, 2014
30853_dirs_2014-12-19_29e61822-2649-4d4f-ba29-4065c664b6de.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: 2014-12-10
Reporting Person: Daniels Jon G (SVP, CAF)
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Common Stock | 11787 | Direct |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Stock Options (Right to Buy) | $11.43 | 2016-04-07 | Common Stock (17242) | Direct | |
| Stock Options (Right to Buy) | $25.39 | 2017-04-06 | Common Stock (29011) | Direct | |
| Stock Options (Right to Buy) | $32.69 | 2018-04-05 | Common Stock (29011) | Direct | |
| Stock Options (Right to Buy) | $31.76 | 2019-04-10 | Common Stock (31516) | Direct | |
| Stock Options (Right to Buy) | $42.68 | 2020-04-15 | Common Stock (23151) | Direct | |
| Stock Options (Right to Buy) | $44.96 | 2021-04-09 | Common Stock (29225) | Direct | |
| Restricted Stock Units | $0 | Common Stock (3273) | Direct | ||
| Restricted Stock Units | $0 | Common Stock (2309) | Direct | ||
| Restricted Stock Units | $0 | Common Stock (2324) | Direct |
Footnotes
F1: The stock options were granted in tandem with stock appreciation rights (SARS). Accordingly, the exercise of one results in the surrender to the Company of the other. The SARS become exercisable only following a change in control of the Company as set forth in the Company's 2002 Stock Incentive Plan, as amended and restated. Once exercisable, the SARS would entitle the Reporting Person to receive the cash value of the options in lieu of exercising the options.
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 vested in four equal installments on each of April 6, 2011, April 6, 2012, April 6, 2013 and April 6, 2014 and are now fully exercisable.
F4: The stock options became exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 5, 2012, April 5, 2013, and April 5, 2014 and become exercisable with respect to one-fourth of the underlying shares of Common Stock on April 5, 2015.
F5: The stock options became exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 10, 2013 and April 10, 2014 and become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 10, 2015 and April 10, 2016.
F6: The stock options became exercisable with respect to one-fourth of the underlying shares of Common Stock on April 15, 2014, and become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 15, 2015, April 15, 2016 and April 15, 2017.
F7: The stock options become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 9, 2015, April 9, 2016, April 9, 2017 and April 9, 2018.
F8: The restricted stock units shall vest on April 10, 2015.
F9: 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 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.
F10: The restricted stock units shall vest on April 15, 2016.
F11: The restricted stock units shall vest on April 9, 2017.
F12: 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 January 31, 2014. 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.