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CARMAX INC Director's Dealing 2017

Nov 8, 2017

30853_dirs_2017-11-08_91e54a4b-46e4-4d9b-94b4-dc2ca4ebacd0.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: 2017-11-01

Reporting Person: Wilson Charles Joseph (SVP)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 2021 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Options (Right to Buy) $44.96 2021-04-09 Common Stock (5938.0) Direct
Stock Options (Right to Buy) $73.76 2022-04-08 Common Stock (15493.0) Direct
Stock Options (Right to Buy) $51.63 2023-04-12 Common Stock (23194.0) Direct
Stock Options (Right to Buy) $58.38 2024-05-01 Common Stock (22399.0) Direct
Restricted Stock Units $ Common Stock (1177.0) Direct
Restricted Stock Units $ Common Stock (1714.0) Direct
Restricted Stock Units $ Common Stock (1635.0) Direct

Footnotes

F1: The stock options became exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 9, 2015, April 9, 2016, and April 9, 2017 and become exercisable with respect to one-fourth of the underlying shares of Common Stock on April 9, 2018.

F2: The stock options became exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 8, 2016 and April 8, 2017 and become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 8, 2018 and April 8, 2019.

F3: The stock options became exercisable with respect to one-fourth of the underlying shares of Common Stock on April 12, 2017 and will become exercisable with respect to one-fourth of the underlying share of Common Stock on each of April 12, 2018, April 12, 2019 and April 12, 2020.

F4: The stock options become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of May 1, 2018, May 1, 2019, May 1, 2020 and May 1, 2021.

F5: The restricted stock units shall vest on April 8, 2018.

F6: 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 January 26, 2015. 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.

F7: The restricted stock units shall vest on April 12, 2019.

F8: The restricted stock units shall vest on May 1, 2020.