CARMAX INC — Director's Dealing 2020

Dec 30, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARMAX INC (KMX)
CIK: 0001170010
Period of Report: 2020-12-28

Reporting Person: Mayor-Mora Enrique N (SVP & CFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-28	Restricted Stock Units	$	A	225	Acquired		Common Stock ()	Direct
2020-12-28	Stock Options (Right to Buy)	$91.0	A	2658	Acquired	2027-12-28	Common Stock (2658.0)	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 10.55 to the Company's Annual Report on Form 10-K filed on April 21, 2020. 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 MSUs shall vest on December 28, 2023.

F3: 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.

F4: The stock options become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of December 28, 2021, December 28, 2022, December 28, 2023 and December 28, 2024.