CarMax (KMX) Form 4 CARMAX / Darren C Newberry ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Newberry Darren C

(Last) (First) (Middle)

12800 TUCKAHOE CREEK PARKWAY

(Street)

RICHMOND VA 23238

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CARMAX INC [ KMX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2019

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/03/2019		M		1,827	A	$51.63	2,477	D
Common Stock	04/03/2019		M		5,773	A	$58.38	8,250	D
Common Stock	04/03/2019		M		1,587	A	$53.62	9,837	D
Common Stock	04/03/2019		S		9,187	D	$71.3(1)	650	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
Stock Options (Right to Buy)	$51.63	04/03/2019		M			1,827	(2)	04/12/2023	Common Stock	1,827	$0	3,654	D
Stock Options (Right to Buy)	$58.38	04/03/2019		M			5,773	(3)	05/01/2024	Common Stock	5,773	$0	17,318	D
Stock Options (Right to Buy)	$53.62	04/03/2019		M			1,587	(4)	09/26/2023	Common Stock	1,587	$0	3,174	D

Explanation of Responses:

1. The shares with respect to this transaction were sold at prices ranging from $71.20 to $71.37. Upon request, the Reporting Person will provide the Securities and Exchange Commission staff, the Issuer, or any security holder of the Issuer, full information regarding the number of shares sold at each separate price.

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

3. The stock options became exercisable with respect to one-fourth of the underlying shares of Common Stock on May 1, 2018 and become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of May 1, 2019, 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 each of September 26, 2017 and September 26, 2018 and become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of September 26, 2019 and September 26, 2020.

Remarks:

	Christine Carter, attorney-in-fact	04/04/2019
	** 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 4 (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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