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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/25/2024 |
3. Issuer Name and Ticker or Trading Symbol
CARMAX INC [ KMX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | 227 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 | ||||
Restricted Stock Units | (1) | (1)(2) | Common Stock | 1,161 | (2) | D | |
Restricted Stock Units | (3) | (2)(3) | Common Stock | 1,478 | (2) | D | |
Restricted Stock Units | (4) | (2)(4) | Common Stock | 462 | (2) | D | |
Stock Options (Right to Buy) | (5) | 05/01/2026 | Common Stock | 4,869 | $78.61 | D | |
Stock Options (Right to Buy) | (6) | 05/01/2027 | Common Stock | 13,268 | $71.07 | D | |
Stock Options (Right to Buy) | (7) | 05/03/2028 | Common Stock | 7,300 | $136.94 | D | |
Stock Options (Right to Buy) | (8) | 05/02/2029 | Common Stock | 13,235 | $91.14 | D | |
Stock Options (Right to Buy) | (9) | 05/01/2030 | Common Stock | 15,155 | $70.48 | D | |
Stock Options (Right to Buy) | (10) | 10/03/2030 | Common Stock | 4,486 | $68.99 | D | |
Stock Options (Right to Buy) | (11) | 05/01/2031 | Common Stock | 15,422 | $67.21 | D |
Explanation of Responses: |
1. The restricted stock units shall vest on May 2, 2025. |
2. 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. |
3. The restricted stock units shall vest on May 1, 2026. |
4. The restricted stock units shall vest on October 3, 2026. |
5. The stock options became exercisable with respect to one-fourth of the underlying shares of Common Stock on each of May 1, 2020, May 1, 2021, May 1, 2022 and May 1, 2023 and are now fully exercisable. |
6. The stock options became exercisable with respect to one-fourth of the underlying shares of Common Stock on each of May 1, 2021, May 1, 2022, May 1, 2023 and May 1, 2024 and are now fully exercisable. |
7. The stock options became exercisable with respect to one-fourth of the underlying shares of Common Stock on each of May 3, 2022, May 3, 2023 and May 3, 2024 and become exercisable with respect to one-fourth of the underlying shares of Common Stock on May 3, 2025. |
8. The stock options became exercisable with respect to one-fourth of the underlying shares of Common Stock on each of May 2, 2023 and May 2, 2024 and become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of May 2, 2025 and May 2, 2026. |
9. The stock options became exercisable with respect to one-fourth of the underlying shares of Common Stock on May 1, 2024 and become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of May 1, 2025, May 1, 2026 and May 1, 2027. |
10. The stock options become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of October 3, 2024, October 3, 2025, October 3, 2026 and October 3, 2027. |
11. The stock options become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of May 1, 2025, May 1, 2026, May 1, 2027 and May 1, 2028. |
Remarks: |
Exhibit 24.1 - Power of Attorney |
Christine Carter, attorney-in-fact | 07/02/2024 | |
** 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 Number. |