Statement of Changes in Beneficial Ownership (4)
October 15 2019 - 4:20PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
*
Newberry Darren C |
2. Issuer Name and Ticker or Trading Symbol
CARMAX INC
[
KMX
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP
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(Last)
(First)
(Middle)
12800 TUCKAHOE CREEK PARKWAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/11/2019
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(Street)
RICHMOND, VA 23238
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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10/11/2019
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M
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4859
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A
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$73.76
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7413
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D
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Common Stock
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10/11/2019
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M
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1827
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A
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$51.63
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9240
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D
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Common Stock
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10/11/2019
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M
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1587
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A
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$53.62
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10827
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D
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Common Stock
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10/11/2019
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M
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5773
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A
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$58.38
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16600
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D
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Common Stock
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10/11/2019
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M
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483
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A
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$65.20
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17083
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D
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Common Stock
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10/11/2019
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M
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10022
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A
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$63.04
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27105
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D
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Common Stock
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10/11/2019
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S
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24551
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D
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$90.51 (1)
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2554
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D
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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. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code (Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)
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8. Price of Derivative Security (Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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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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$73.76
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10/11/2019
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M
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4859
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(2)
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4/8/2022
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Common Stock
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4859.0
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$0
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0
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D
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Stock Options (Right to Buy)
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$51.63
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10/11/2019
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M
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1827
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(3)
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4/12/2023
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Common Stock
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1827.0
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$0
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1827
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D
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Stock Options (Right to Buy)
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$53.62
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10/11/2019
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M
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1587
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(4)
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9/26/2023
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Common Stock
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1587.0
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$0
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1587
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D
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Stock Options (Right to Buy)
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$58.38
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10/11/2019
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M
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5773
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(5)
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5/1/2024
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Common Stock
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5773.0
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$0
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11545
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D
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Stock Options (Right to Buy)
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$65.2
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10/11/2019
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M
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483
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(6)
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12/27/2024
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Common Stock
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483.0
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$0
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1448
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D
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Stock Options (Right to Buy)
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$63.04
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10/11/2019
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M
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10022
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(7)
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5/1/2025
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Common Stock
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10022.0
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$0
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30064
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D
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Explanation of Responses:
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(1)
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The shares with respect to this transaction were sold at prices ranging from $90.50 to $90.58. 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.
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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 8, 2016, April 8, 2017, April 8, 2018 and April 8, 2019 and are now fully exercisable.
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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 12, 2017, April 12, 2018 and April 12, 2019 and become exercisable with respect to one-fourth of the underlying shares of Common Stock on April 12, 2020.
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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 each of September 26, 2017, September 26, 2018 and September 26, 2019 and become exercisable with respect to one-fourth of the underlying shares of Common Stock on September 26, 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 each of May 1, 2018 and May 1, 2019 and become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of May 1, 2020 and May 1, 2021.
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(6)
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The stock options became exercisable with respect to one-fourth of the underlying shares of Common Stock on December 27, 2018 and become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of December 27, 2019, December 27, 2020 and December 27, 2021.
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(7)
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The stock options became exercisable with respect to one-fourth of the underlying shares of Common Stock on May 1, 2019 and become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of May 1, 2020, May 1, 2021 and May 1, 2022.
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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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10/15/2019
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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 4(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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