John M Stuckey III Form 3 CARMAX / John M Stuckey III ownership change

SEC Form 3

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^*

Stuckey John M III

(Last) (First) (Middle)

12800 TUCKAHOE CREEK PARKWAY

(Street)

RICHMOND VA 23238

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/07/2024

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Gen Counsel & Secretary

5. 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 Beneficially Owned
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	969(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Stock Options (Right to Buy)	(2)	05/01/2025	Common Stock	19,673	63.04	D
Stock Options (Right to Buy)	(3)	05/01/2026	Common Stock	17,170	78.61	D
Stock Options (Right to Buy)	(4)	05/01/2027	Common Stock	16,768	71.07	D
Stock Options (Right to Buy)	(5)	05/03/2028	Common Stock	13,491	136.94	D
Stock Options (Right to Buy)	(6)	05/02/2029	Common Stock	17,997	91.14	D
Stock Options (Right to Buy)	(7)	05/01/2030	Common Stock	20,606	70.48	D
Stock Options (Right to Buy)	(8)	05/01/2031	Common Stock	13,949	67.21	D
Stock Options (Right to Buy)	(9)	07/01/2031	Common Stock	2,675	71.21	D
Restricted Stock Units	(10)	(11)	Common Stock	1,579	(11)	D
Restricted Stock Units	(12)	(11)	Common Stock	2,009	(11)	D
Restricted Stock Units	(13)	(11)	Common Stock	4,255	(11)	D
Restricted Stock Units	(14)	(11)	Common Stock	827	(11)	D

Explanation of Responses:

1. Shares reported reflect .6775 fractional share rounded to the next full share.

2. The stock options became exercisable with respect to one-fourth of the underlying shares of Common Stock on each of May 1, 2019, May 1, 2020, May 1, 2021 and May 1, 2022 and are now fully exercisable.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. The stock options become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of July 1, 2025, July 1, 2026, July 1, 2027 and July 1, 2028.

10. The restricted stock units shall vest on May 2, 2025.

11. 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.

12. The restricted stock units shall vest on May 1, 2026.

13. The restricted stock units shall vest on May 1, 2027.

14. The restricted stock units shall vest on July 1, 2027.

Remarks:

Exhibit 24.1 - Power of Attorney

	Christine Carter, attorney-in-fact	07/15/2024
	** Signature of Reporting Person	Date
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