Statement of Changes in Beneficial Ownership (4)
May 05 2020 - 5:52PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
*
Newberry Darren C |
2. Issuer Name and Ticker or Trading Symbol
CARMAX INC
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KMX
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP |
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(Last)
(First)
(Middle)
12800 TUCKAHOE CREEK PARKWAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/1/2020 |
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(Street)
RICHMOND, VA 23238
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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 Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 5/1/2020 | | M | | 1810 | A | (1) | 5604 | D | |
| Common Stock | 5/1/2020 | | F | | 545 | D | $71.07 | 5059 | 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. 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) | 5/1/2020 | | M | | | 1685 | (2) | (2) | Common Stock | 1810.0 | $0 | 0 | D | |
| Restricted Stock Units | (3) | 5/1/2020 | | A | | 2685 | | (4) | (3)(4) | Common Stock | (3) | $0 | 2685 | D | |
| Stock Options (Right to Buy) (5) | $71.07 | 5/1/2020 | | A | | 33171 | | (6) | 5/1/2027 | Common Stock | 33171.0 | $0 | 33171 | D | |
| Explanation of Responses: |
| (1) | Following vesting of the restricted stock units, which are referred to by the Company as market stock units (MSUs), the Reporting Person received 1.07434 times the number of MSUs in shares of Company common stock. |
| (2) | The restricted stock units vested on May 1, 2020 and were settled in Company common stock. |
| (3) | 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. |
| (4) | The restricted stock units shall vest on May 1, 2023. |
| (5) | 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. |
| (6) | The stock options become 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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Newberry Darren C
12800 TUCKAHOE CREEK PARKWAY
RICHMOND, VA 23238 |
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| SVP |
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Signatures
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| Christine Carter, attorney-in-fact | | 5/5/2020 |
| **Signature of Reporting Person | Date |
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