SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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* Reedy Thomas W JR (Last) (First) (Middle) 12800 TUCKAHOE CREEK PKWY (Street) RICHMOND VA 23238 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/18/2010	3. Issuer Name and Ticker or Trading Symbol CARMAX INC [ KMX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) SVP & CFO	5. If Amendment, Date of Original Filed (Month/Day/Year)
			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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: 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)	04/01/2005(1)	04/01/2014	Common Stock	30,000	$14.8	D
SARS	04/01/2005(2)	04/01/2014	Common Stock	30,000	$14.8	D
Stock Options (Right to Buy)	06/24/2006(3)	06/24/2015	Common Stock	30,000	$13.19	D
SARS	06/24/2006(2)	06/24/2015	Common Stock	30,000	$13.19	D
Stock Options (Right to Buy)	05/01/2007(4)	05/01/2013	Common Stock	40,000	$17.2	D
SARS	05/01/2007(2)	05/01/2013	Common Stock	40,000	$17.2	D
Stock Options (Right to Buy)	04/03/2008(5)	04/03/2014	Common Stock	30,800	$24.99	D
SARS	04/03/2008(2)	04/03/2014	Common Stock	30,800	$24.99	D
Stock Options (Right to Buy)	04/07/2009(6)	04/07/2015	Common Stock	38,000	$19.82	D
SARS	04/07/2009(2)	04/07/2015	Common Stock	38,000	$19.82	D
Stock Options (Right to Buy)	04/07/2010(7)	04/07/2016	Common Stock	37,242	$11.43	D
SARS	04/07/2010(2)	04/07/2016	Common Stock	37,242	$11.43	D
Stock Options (Right to Buy)	04/06/2011(8)	04/06/2017	Common Stock	64,894	$25.39	D
SARS	04/06/2011(2)	04/06/2017	Common Stock	64,894	$25.39	D
Restricted Stock Units	(9)	(9)(10)	Common Stock	4,451(10)	$0(10)	D
Restricted Stock Units	(11)	(10)(11)	Common Stock	6,482(10)	$0(10)	D

Explanation of Responses:

1. The stock option vested in four equal installments on each of April 1, 2005, April 1, 2006, April 1, 2007 and April 1, 2008 and is now fully exercisable.

2. The stock options and the 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.

3. The stock option vested in four equal installments on each of June 24, 2006, June 24, 2007, June 24, 2008 and June 24, 2009 and is now fully exercisable.

4. The stock option vested in four equal installments on each of May 1, 2007, May 1, 2008, May 1, 2009 and May 1, 2010 and is now fully exercisable.

5. The stock options are exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 3, 2008, April 3, 2009, April 3, 2010 and April 3, 2011.

6. The stock options are exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 7, 2009, April 7, 2010, April 7, 2011 and April 7, 2012.

7. The stock options are exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 7, 2010, April 7, 2011, April 7, 2012 and April 7, 2013.

8. The stock options are exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 6, 2011, April 6, 2012, April 6, 2013, and April 6, 2014.

9. The restricted stock units shall vest on April 7, 2012.

10. Shares of Company common stock will be issued to the Reporting Person upon vesting of the restricted stock units, which are referred to by the Company as market stock units (the "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 April 2, 2009. The minimum number of shares of Company common stock that will be issued to the Reporting Person at vesting is zero, and the maximum number of shares of Company common stock that will be issued at vesting is two times the number of MSUs.

11. The restricted stock units shall vest on April 6, 2013.

Remarks:

	Lisa Lee	10/25/2010
	** 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).
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