Statement of Changes in Beneficial Ownership (4)
December 30 2022 - 04:18PM
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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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
|
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 * Wilson
Charles Joseph |
2. Issuer Name and Ticker or Trading
Symbol CARMAX INC [ KMX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
EVP and COO |
(Last)
(First)
(Middle)
12800 TUCKAHOE CREEK PARKWAY |
3. Date of Earliest Transaction (MM/DD/YYYY)
12/28/2022
|
(Street)
RICHMOND, VA 23238
(City)
(State)
(Zip)
|
4. 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 Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
Amount |
(A) or (D) |
Price |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. Code
(Instr. 8) |
5. Number of Derivative Securities Acquired (A) or
Disposed of (D)
(Instr. 3, 4 and 5) |
6. Date Exercisable and Expiration Date |
7. Title and Amount of Securities Underlying
Derivative Security
(Instr. 3 and 4) |
8. Price of Derivative Security
(Instr. 5) |
9. Number of derivative Securities Beneficially
Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct
(D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr.
4) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Restricted Stock Units |
(1) |
12/28/2022 |
|
A |
|
251 |
|
(2) |
(1)(2) |
Common Stock |
(1) |
$0 |
251 |
D |
|
Stock Options (Right to Buy) (3) |
$59.24 |
12/28/2022 |
|
A |
|
2509 |
|
(4) |
12/28/2029 |
Common Stock |
2509.0 |
$0 |
2509 |
D |
|
Explanation of
Responses: |
(1) |
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. |
(2) |
The restricted stock units
shall vest on December 28, 2025. |
(3) |
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. |
(4) |
The stock options become
exercisable with respect to one-fourth of the underlying shares of
Common Stock on each of December 28, 2023, December 28, 2024,
December 28, 2025, and December 28, 2026. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Wilson Charles Joseph
12800 TUCKAHOE CREEK PARKWAY
RICHMOND, VA 23238 |
|
|
EVP and COO |
|
Signatures
|
Christine Carter,
attorney-in-fact |
|
12/30/2022 |
**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 4(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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