X0306 4 2013-04-12 0 0001170010 CARMAX INC KMX 0001382603 Smith Richard Murray 12800 TUCKAHOE CREEK PARKWAY RICHMOND VA 23238 0 1 0 0 Senior Vice President & CIO Common Stock 2013-04-12 4 M 0 85000 19.82 A 208193 D Common Stock 2013-04-12 4 M 0 40000 13.19 A 248193 D Common Stock 2013-04-12 4 S 0 6889 D 241304 D Common Stock 2013-04-12 4 S 0 125000 D 116304 D Stock Options (Right to Buy) 19.82 2013-04-12 4 M 0 85000 0.00 D 2009-04-07 2015-04-07 Common Stock 85000 0 D Stock Options (Right to Buy) 13.19 2013-04-12 4 M 0 40000 0.00 D 2006-06-24 2015-06-24 Common Stock 40000 0 D Restricted Stock Units 0.00 2013-04-15 4 A 0 5686 0.00 A Common Stock 5686 D Stock Options (Right to Buy) 42.68 2013-04-15 4 A 0 57757 0.00 A 2014-04-15 2020-04-15 Common Stock 57757 57757 D SARS 42.68 2013-04-15 4 A 0 57757 0.00 A 2014-04-15 2020-04-15 Common Stock 57757 57757 D The shares with respect to this transaction were sold at prices ranging from $44.21 to $44.28. Upon request, the Reporting Person will provide the Securities and Exchange Commission staff, the Issuer, or any security holder of the Issuer, full information regarding the number of shares sold at each separate price. The shares with respect to this transaction were sold at prices ranging from $44.02 to $44.21. Upon request, the Reporting Person will provide the Securities and Exchange Commission staff, the Issuer, or any security holder of the Issuer, full information regarding the number of shares sold at each separate price. This option was previously reported as covering 20,000 shares at an exercise price of $26.38, but was adjusted to reflect the Issuer's 2-for-1 stock split in the form of a share dividend, which occurred on March 26, 2007. 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 10.2 to the Company's Current Report on Form 8-K filed on December 23, 2011. 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 April 15, 2016. The stock options are exercisable with respect to one-fourth of the underlying shares of Company common stock on each of April 15, 2014, April 15, 2015, April 15, 2016 and April 15, 2017. The stock options and 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, a copy of which is attached as Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 29, 2012. Lisa Ferron Lee 2013-04-16