-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PtA7Jn8MLGJb3mKBG7H34ARjURF8ePjOXUlETcV5Zx6+Qu4vgzQCYS2/+5PZeHpF ZlFubYbvvc4uoFwDUhMapQ== 0001140361-09-009249.txt : 20090408 0001140361-09-009249.hdr.sgml : 20090408 20090408162021 ACCESSION NUMBER: 0001140361-09-009249 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090407 FILED AS OF DATE: 20090408 DATE AS OF CHANGE: 20090408 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Smith Richard Murray CENTRAL INDEX KEY: 0001382603 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31420 FILM NUMBER: 09740117 MAIL ADDRESS: STREET 1: 12800 TUCKAHOE CREEK PARKWAY CITY: RICHMOND STATE: VA ZIP: 23238 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CARMAX INC CENTRAL INDEX KEY: 0001170010 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 541821055 STATE OF INCORPORATION: VA FISCAL YEAR END: 0228 BUSINESS ADDRESS: STREET 1: 12800 TUCKAHOE CREEK PARKWAY CITY: RICHMOND STATE: VA ZIP: 23238 BUSINESS PHONE: 804-747-0422 MAIL ADDRESS: STREET 1: 12800 TUCKAHOE CREEK PARKWAY CITY: RICHMOND STATE: VA ZIP: 23238 4 1 doc1.xml FORM 4 X0303 4 2009-04-07 0 0001170010 CARMAX INC KMX 0001382603 Smith Richard Murray 12800 TUCKAHOE CREEK PARKWAY RICHMOND VA 23238 0 1 0 0 Senior Vice President & CIO Restricted Stock Units 0.00 2009-04-07 4 A 0 9956 0.00 A Common Stock 9956 D Stock Options (Right to Buy) 11.43 2009-04-07 4 A 0 111072 0.00 A 2010-04-07 2016-04-07 Common Stock 111072 111072 D SARS 11.43 2009-04-07 4 A 0 111072 0.00 A 2010-04-07 2016-04-07 Common Stock 111072 111072 D 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. The restricted stock units shall vest on April 7, 2012. 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. 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. Lisa Ferron Lee 2009-04-08 -----END PRIVACY-ENHANCED MESSAGE-----