CARMAX INC — Director's Dealing 2017

Apr 7, 2017

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: CARMAX INC (KMX)
CIK: 0001170010
Period of Report: 2017-04-01

Reporting Person: Cafritz Diane L (SVP & CHRO)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (Right to Buy)	$31.76	2019-04-10	Common Stock (5671.0)		Direct
Stock Options (Right to Buy)	$42.68	2020-04-15	Common Stock (4616.0)		Direct
Stock Options (Right to Buy)	$44.96	2021-04-09	Common Stock (24527.0)		Direct
Stock Options (Right to Buy)	$73.76	2022-04-08	Common Stock (16678.0)		Direct
Stock Options (Right to Buy)	$51.63	2023-04-12	Common Stock (24967.0)		Direct
Restricted Stock Units	$0.0		Common Stock ()		Direct
Restricted Stock Units	$0.0		Common Stock ()		Direct
Restricted Stock Units	$0.0		Common Stock ()		Direct

Footnotes

F1: The stock options vested in four equal installments on each of April 10, 2013, April 10, 2014, April 10, 2015, and April 10, 2016 and are now fully exercisable.

F2: The stock options became exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 15, 2014, April 15, 2015, and April 15, 2016 and become exercisable with respect to one-fourth of the underlying shares of Common Stock on April 15, 2017.

F3: The stock options became exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 9, 2015 and April 9, 2016 and become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 9, 2017 and April 9, 2018.

F4: The stock options became exercisable with respect to one-fourth of the underlying shares of Common Stock on April 8, 2016 and become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 8, 2017, April 8, 2018 and April 8, 2019.

F5: The stock options become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 12, 2017, April 12, 2018, April 12, 2019 and April 12, 2020.

F6: The restricted stock units shall vest on April 9, 2017.

F7: Shares of Company common stock will be issued to the Reporting Person following vesting of 1,951 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 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.

F8: The restricted stock units shall vest on April 8, 2018.

F9: Shares of Company common stock will be issued to the Reporting Person following vesting of 1,267 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.

F10: The restricted stock units shall vest on April 12, 2019.

F11: Shares of Company common stock will be issued to the Reporting Person following vesting of 1,845 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.