FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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
                      

1. Name and Address of Reporting Person *

Wilson Charles Joseph

2. Date of Event Requiring Statement (MM/DD/YYYY)
11/1/2017 

3. Issuer Name and Ticker or Trading Symbol

CARMAX INC [KMX]

(Last)        (First)        (Middle)

12800 TUCKAHOE CREEK PARKWAY

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
SVP /

(Street)

RICHMOND, VA 23238       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


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   2021   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: 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)     (1) 4/9/2021   Common Stock   5938.0   $44.96   D    
Stock Options (Right to Buy)     (2) 4/8/2022   Common Stock   15493.0   $73.76   D    
Stock Options (Right to Buy)     (3) 4/12/2023   Common Stock   23194.0   $51.63   D    
Stock Options (Right to Buy)     (4) 5/1/2024   Common Stock   22399.0   $58.38   D    
Restricted Stock Units     (5)   (5) (6) Common Stock   1177.0     (6) D    
Restricted Stock Units     (7)   (6) (7) Common Stock   1714.0     (6) D    
Restricted Stock Units     (8)   (6) (8) Common Stock   1635.0     (6) D    

Explanation of Responses:
(1)  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.
(2)  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.
(3)  The stock options became exercisable with respect to one-fourth of the underlying shares of Common Stock on April 12, 2017 and will become exercisable with respect to one-fourth of the underlying share of Common Stock on each of April 12, 2018, April 12, 2019 and April 12, 2020.
(4)  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.
(5)  The restricted stock units shall vest on April 8, 2018.
(6)  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.
(7)  The restricted stock units shall vest on April 12, 2019.
(8)  The restricted stock units shall vest on May 1, 2020.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Wilson Charles Joseph
12800 TUCKAHOE CREEK PARKWAY
RICHMOND, VA 23238


SVP

Signatures
Christine Carter, attorney-in-fact 11/8/2017
** 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 control number.
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