Initial Statement of Beneficial Ownership (3)
November 08 2017 - 5:25PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
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Newberry Darren C
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2. Date of Event Requiring Statement (MM/DD/YYYY)
11/1/2017
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3. Issuer Name
and
Ticker or Trading Symbol
CARMAX INC [KMX]
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(Last)
(First)
(Middle)
12800 TUCKAHOE CREEK PARKWAY
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
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X
___ Officer (give title below)
_____ Other (specify below)
SVP /
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(Street)
RICHMOND, VA 23238
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
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X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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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 Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Options (Right to Buy)
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(1)
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4/15/2020
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Common Stock
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1338.0
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$42.68
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D
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Stock Options (Right to Buy)
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(2)
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4/9/2021
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Common Stock
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3662.0
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$44.96
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D
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Stock Options (Right to Buy)
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(3)
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4/8/2022
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Common Stock
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4859.0
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$73.76
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D
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Stock Options (Right to Buy)
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(4)
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4/12/2023
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Common Stock
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7309.0
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$51.63
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D
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Stock Options (Right to Buy)
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(5)
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9/26/2023
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Common Stock
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6348.0
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$53.62
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D
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Stock Options (Right to Buy)
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(6)
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5/1/2024
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Common Stock
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23091.0
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$58.38
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D
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Restricted Stock Units
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(7)
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(7)
(8)
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Common Stock
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1107.0
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(8)
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D
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Restricted Stock Units
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(9)
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(8)
(9)
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Common Stock
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1620.0
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(8)
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D
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Restricted Stock Units
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(10)
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(8)
(10)
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Common Stock
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451.0
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(8)
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D
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Restricted Stock Units
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(11)
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(8)
(11)
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Common Stock
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1685.0
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(8)
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D
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Explanation of Responses:
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(1)
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The stock options vested in four equal installments on each of April 15, 2014, April 15, 2015, April 15, 2016 and April 15, 2017 and are now fully exercisable.
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(2)
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The stock options became exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 9, 2015, April 9, 2016, and April 9, 2017 and become exercisable with respect to one-fourth of the underlying shares of Common Stock on April 9, 2018.
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(3)
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The stock options became exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 8, 2016 and April 8, 2017 and become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 8, 2018 and April 8, 2019.
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(4)
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The stock options became exercisable with respect to one-fourth of the underlying shares of Common Stock on April 12, 2017 and become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 12, 2018, April 12, 2019 and April 12, 2020.
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(5)
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The stock options became exercisable with respect to one-fourth of the underlying shares of Common Stock on September 26, 2017 and become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of September 26, 2018, September 26, 2019 and September 26, 2020.
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(6)
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The stock options become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of May 1, 2018, May 1, 2019, May 1, 2020 and May 1, 2021.
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(7)
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The restricted stock units shall vest on April 8, 2018.
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(8)
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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 January 26, 2015. 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.
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(9)
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The restricted stock units shall vest on April 12, 2019.
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(10)
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The restricted stock units shall vest on September 26, 2019.
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(11)
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The restricted stock units shall vest on May 1, 2020.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Newberry Darren C
12800 TUCKAHOE CREEK PARKWAY
RICHMOND, VA 23238
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SVP
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Signatures
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Christine Carter, attorney-in-fact
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11/8/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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