SEC FORM 3

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^*

Cafritz Diane L

(Last)

(First)

(Middle)

12800 TUCKAHOE CREEK PARKWAY

(Street)

RICHMOND

23238

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2017

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 & CHRO

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Options (Right to Buy)	⁽¹⁾	04/10/2019	Common Stock	5,671	$31.76	D
Stock Options (Right to Buy)	⁽²⁾	04/15/2020	Common Stock	4,616	$42.68	D
Stock Options (Right to Buy)	⁽³⁾	04/09/2021	Common Stock	24,527	$44.96	D
Stock Options (Right to Buy)	⁽⁴⁾	04/08/2022	Common Stock	16,678	$73.76	D
Stock Options (Right to Buy)	⁽⁵⁾	04/12/2023	Common Stock	24,967	$51.63	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾⁽⁷⁾	Common Stock	⁽⁷⁾	$0.0	D
Restricted Stock Units	⁽⁸⁾	⁽⁸⁾⁽⁹⁾	Common Stock	⁽⁹⁾	$0.0	D
Restricted Stock Units	⁽¹⁰⁾	⁽¹⁰⁾⁽¹¹⁾	Common Stock	⁽¹¹⁾	$0.0	D

Explanation of Responses:

1. The stock options vested in four equal installments on each of April 10, 2013, April 10, 2014, April 10, 2015, and April 10, 2016 and are now fully exercisable.

2. The stock options became exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 15, 2014, April 15, 2015, and April 15, 2016 and become exercisable with respect to one-fourth of the underlying shares of Common Stock on April 15, 2017.

3. The stock options became exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 9, 2015 and April 9, 2016 and become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 9, 2017 and April 9, 2018.

4. The stock options became exercisable with respect to one-fourth of the underlying shares of Common Stock on April 8, 2016 and become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 8, 2017, April 8, 2018 and April 8, 2019.

5. The stock options become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 12, 2017, April 12, 2018, April 12, 2019 and April 12, 2020.

6. The restricted stock units shall vest on April 9, 2017.

7. Shares of Company common stock will be issued to the Reporting Person following vesting of 1,951 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 31, 2014. 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.

8. The restricted stock units shall vest on April 8, 2018.

9. Shares of Company common stock will be issued to the Reporting Person following vesting of 1,267 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.

10. The restricted stock units shall vest on April 12, 2019.

11. Shares of Company common stock will be issued to the Reporting Person following vesting of 1,845 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.

Remarks:

	Christine Carter, attorney-in-fact	04/07/2017
	** 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).
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