0001170010-20-000080.txt : 20200505 0001170010-20-000080.hdr.sgml : 20200505 20200505175141 ACCESSION NUMBER: 0001170010-20-000080 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200501 FILED AS OF DATE: 20200505 DATE AS OF CHANGE: 20200505 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Newberry Darren C CENTRAL INDEX KEY: 0001721939 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31420 FILM NUMBER: 20850399 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 wf-form4_158871548405062.xml FORM 4 X0306 4 2020-05-01 0 0001170010 CARMAX INC KMX 0001721939 Newberry Darren C 12800 TUCKAHOE CREEK PARKWAY RICHMOND VA 23238 0 1 0 0 SVP Common Stock 2020-05-01 4 M 0 1810 A 5604 D Common Stock 2020-05-01 4 F 0 545 71.07 D 5059 D Restricted Stock Units 2020-05-01 4 M 0 1685 0 D Common Stock 1810.0 0 D Restricted Stock Units 2020-05-01 4 A 0 2685 0 A Common Stock 2685 D Stock Options (Right to Buy) 71.07 2020-05-01 4 A 0 33171 0 A 2027-05-01 Common Stock 33171.0 33171 D Following vesting of the restricted stock units, which are referred to by the Company as market stock units (MSUs), the Reporting Person received 1.07434 times the number of MSUs in shares of Company common stock. The restricted stock units vested on May 1, 2020 and were settled in Company common stock. 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. The restricted stock units shall vest on May 1, 2023. 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. The stock options become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of May 1, 2021, May 1, 2022, May 1, 2023 and May 1, 2024. Christine Carter, attorney-in-fact 2020-05-05