| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/25/2010 |
3. Issuer Name and Ticker or Trading Symbol
CARMAX INC [ KMX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 17,659 | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Options (Right to Buy) | 04/02/2004(1) | 04/02/2013 | Common Stock | 50,000 | $7.143 | D | |
| SARS | 04/02/2004(2) | 04/02/2013 | Common Stock | 50,000 | $7.143 | D | |
| Stock Options (Right to Buy) | 04/01/2005(3) | 04/01/2014 | Common Stock | 40,000 | $14.803 | D | |
| SARS | 04/01/2005(2) | 04/01/2014 | Common Stock | 40,000 | $14.803 | D | |
| Stock Options (Right to Buy) | 06/24/2006(4) | 06/24/2015 | Common Stock | 40,000 | $13.19 | D | |
| SARS | 06/24/2006(2) | 06/24/2015 | Common Stock | 40,000 | $13.19 | D | |
| Stock Options (Right to Buy) | 05/01/2007(5) | 05/01/2013 | Common Stock | 40,000 | $17.195 | D | |
| SARS | 05/01/2007(2) | 05/01/2013 | Common Stock | 40,000 | $17.195 | D | |
| Stock Options (Right to Buy) | 04/03/2008(6) | 04/03/2014 | Common Stock | 30,800 | $24.99 | D | |
| SARS | 04/03/2008(2) | 04/03/2014 | Common Stock | 30,800 | $24.99 | D | |
| Stock Options (Right to Buy) | 04/07/2009(7) | 04/07/2015 | Common Stock | 48,000 | $19.82 | D | |
| SARS | 04/07/2009(2) | 04/07/2015 | Common Stock | 48,000 | $19.82 | D | |
| Stock Options (Right to Buy) | 04/07/2010(8) | 04/07/2016 | Common Stock | 49,656 | $11.43 | D | |
| SARS | 04/07/2010(2) | 04/07/2016 | Common Stock | 49,656 | $11.43 | D | |
| Restricted Stock Units | (9) | (9)(10) | Common Stock | 4,451(10) | $0.00(10) | D | |
| Explanation of Responses: |
| 1. The stock option vested in four equal installments on each of April 2, 2004, April 2, 2005, April 2, 2006 and April 2, 2007 and is now fully exercisable. |
| 2. The stock options and the stock appreciation rights (SARS) were granted in tandem. Accordingly, the exercise of one results in the surrender to the Issuer of the other. The SARS, which will entitle the Reporting Person to receive the cash value of the options in lieu of exercising the options, become exercisable only following a change in control of the Issuer as set forth in the Issuer's 2002 Stock Incentive Plan, as amended and restated. |
| 3. The stock option vested in four equal installments on each of April 1, 2005, April 1, 2006, April 1, 2007 and April 1, 2008 and is now fully exercisable. |
| 4. The stock option vested in four equal installments on each of June 24, 2006, June 24, 2007, June 24, 2008 and June 24, 2009 and is now fully exercisable. |
| 5. The stock options are exercisable with respect to one-fourth of the underlying shares of Common Stock on each of May 1, 2007, May 1, 2008, May 1, 2009 and May 1, 2010. |
| 6. The stock options are exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 3, 2008, April 3, 2009, April 3, 2010 and April 3, 2011. |
| 7. The stock options are exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 7, 2009, April 7, 2010, April 7, 2011 and April 7, 2012. |
| 8. The stock options are exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 7, 2010, April 7, 2011, April 7, 2012 and April 7, 2013. |
| 9. The restricted stock units shall vest on April 7, 2012. |
| 10. Shares of Company common stock will be issued to the Reporting Person upon 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 April 2, 2009. The minimum number of shares of Company common stock that will be issued to the Reporting Person at vesting is zero, and the maximum number of shares of Company common stock that will be issued at vesting is two times the number of MSUs. |
| Remarks: |
| Tammy Jackson | 02/04/2010 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||