Initial Statement of Beneficial Ownership (3)
November 04 2019 - 4:24PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
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Mayor-Mora Enrique N |
2. Date of Event Requiring Statement (MM/DD/YYYY)
10/25/2019
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3. Issuer Name and Ticker or Trading Symbol
CARMAX INC [KMX]
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(Last)
(First)
(Middle)
12800 TUCKAHOE CREEK PARKWAY |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner
___X___ Officer (give title below) _____ Other (specify below)
SVP & CFO / |
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(Street)
RICHMOND, VA 23238
(City)
(State)
(Zip)
| 5. 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
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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 | 332 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: 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) | (1) | 4/8/2022 | Common Stock | 19203.0 | $73.76 | D | |
| Stock Options (Right to Buy) | (2) | 4/12/2023 | Common Stock | 21897.0 (2) | $51.63 | D | |
| Stock Options (Right to Buy) | (3) | 5/1/2024 | Common Stock | 26535.0 | $58.38 | D | |
| Stock Options (Right to Buy) | (4) | 5/1/2025 | Common Stock | 23533.0 | $63.04 | D | |
| Stock Options (Right to Buy) | (5) | 5/1/2026 | Common Stock | 20540.0 | $78.61 | D | |
| Restricted Stock Units | (6) | (6)(7) | Common Stock | 1937.0 | (7) | D | |
| Restricted Stock Units | (8) | (7)(8) | Common Stock | 1793.0 | (7) | D | |
| Restricted Stock Units | (9) | (7)(9) | Common Stock | 1536.0 | (7) | D | |
| Explanation of Responses: |
| (1) | 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. |
| (2) | The stock options became exercisable with respect to one-fourth of the shares of Common Stock underlying the 29,196 stock options originally issued to the Reporting Person on each of April 12, 2017, April 12, 2018 and April 12, 2019 and become exercisable with respect to one-fourth of the shares of Common Stock underlying the 29,196 stock options originally issued to the Reporting Person on April 12, 2020. The Reporting Person previously exercised stock options with respect to 7,299 shares of Common Stock underlying the 29,126 stock options originally issued to the Reporting Person. |
| (3) | 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. |
| (4) | 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. |
| (5) | The stock options become 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. |
| (6) | The restricted stock units shall vest on May 1, 2020. |
| (7) | 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 10.2 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. |
| (8) | The restricted stock units shall vest on May 1, 2021. |
| (9) | The restricted stock units shall vest on May 1, 2022. |
Remarks:
Exhibit 24.1 - Power of Attorney |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Mayor-Mora Enrique N
12800 TUCKAHOE CREEK PARKWAY
RICHMOND, VA 23238 |
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| SVP & CFO |
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Signatures
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| Christine Carter, attorney-in-fact | | 11/4/2019 |
| **Signature of Reporting Person | Date |
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