Jeffrey E Garten Form 4 CARMAX / JEFFREY E GARTEN 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^*

GARTEN JEFFREY E

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/07/2015

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	04/07/2015		M		7,610	A	$14.49	30,745	D
Common Stock	04/07/2015		M		5,787	A	$19.98	36,532	D
Common Stock	04/07/2015		M		3,621	A	$33.11	40,153	D
Common Stock	04/07/2015		M		4,897	A	$25.12	45,050	D
Common Stock	04/07/2015		S		21,915	D	$73.5(1)	23,135	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)	$14.49	04/07/2015		M			7,610	(2)	06/26/2016	Common Stock	7,610	$0	0	D
Stock Options (Right to Buy)	$19.98	04/07/2015		M			5,787	(3)	07/01/2017	Common Stock	5,787	$0	0	D
Stock Options (Right to Buy)	$33.11	04/07/2015		M			3,621	(4)	06/30/2018	Common Stock	3,621	$0	0	D
Stock Options (Right to Buy)	$25.12	04/07/2015		M			4,897	(5)	06/28/2019	Common Stock	4,897	$0	0	D

Explanation of Responses:

1. The shares with respect to this transaction were sold at prices ranging from $73.37 to $73.60. 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 options, representing a right to purchase a total of 7,610 shares, became exercisable in three annual installments beginning on June 26, 2010, which was the first anniversary of the date on which the options were granted.

3. The options, representing a right to purchase a total of 5,787 shares, became exercisable in three annual installments beginning on July 1, 2011, which was the first anniversary of the date on which the options were granted.

4. The options, representing a right to purchase a total of 3,621 shares, became exercisable in three annual installments beginning on June 30, 2012, which was the first anniversary of the date on which the options were granted.

5. The options, representing a right to purchase a total of 4,897 shares, became exercisable on June 28, 2013, which was the first anniversary of the date on which the options were granted.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney

	Will Hulcher, attorney-in-fact	04/09/2015
	** 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).
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