Edgar Filing: CARMAX INC

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Daniels Jon G

2. Date of Event Requiring Statement (Month/Day/Year)
12/10/2014

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

(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, CAF

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

RICHMOND,Â VAÂ 23238

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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	11,787	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options (Right to Buy) ⁽¹⁾	Â ⁽²⁾	04/07/2016	Common Stock	17,242	$ 11.43	D	Â
Stock Options (Right to Buy) ⁽¹⁾	Â ⁽³⁾	04/06/2017	Common Stock	29,011	$ 25.39	D	Â
Stock Options (Right to Buy) ⁽¹⁾	Â ⁽⁴⁾	04/05/2018	Common Stock	29,011	$ 32.69	D	Â
Stock Options (Right to Buy) ⁽¹⁾	Â ⁽⁵⁾	04/10/2019	Common Stock	31,516	$ 31.76	D	Â
Stock Options (Right to Buy) ⁽¹⁾	Â ⁽⁶⁾	04/15/2020	Common Stock	23,151	$ 42.68	D	Â
Stock Options (Right to Buy) ⁽¹⁾	Â ⁽⁷⁾	04/09/2021	Common Stock	29,225	$ 44.96	D	Â
Restricted Stock Units	Â ⁽⁸⁾	Â ⁽⁸⁾⁽⁹⁾	Common Stock	3,273	$ 0	D	Â
Restricted Stock Units	Â ⁽¹⁰⁾	Â ⁽⁹⁾⁽¹⁰⁾	Common Stock	2,309	$ 0	D	Â
Restricted Stock Units	Â ⁽¹¹⁾	Â ⁽¹¹⁾⁽¹²⁾	Common Stock	2,324	$ 0	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Daniels Jon G 12800 TUCKAHOE CREEK PARKWAY RICHMOND,Â VAÂ 23238	Â	Â	Â SVP, CAF	Â

Signatures

Christine Carter, attorney-in-fact		12/18/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	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.
(2)	The stock options vested in four equal installments on each of April 7, 2010, April 7, 2011, April 7, 2012 and April 7, 2013 and are now fully exercisable.
(3)	The stock options vested in four equal installments on each of April 6, 2011, April 6, 2012, April 6, 2013 and April 6, 2014 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 April 5, 2012, April 5, 2013, and April 5, 2014 and become exercisable with respect to one-fourth of the underlying shares of Common Stock on April 5, 2015.
(5)	The stock options became exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 10, 2013 and April 10, 2014 and become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 10, 2015 and April 10, 2016.
(6)	The stock options became exercisable with respect to one-fourth of the underlying shares of Common Stock on April 15, 2014, and become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 15, 2015, April 15, 2016 and April 15, 2017.
(7)	The stock options become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 9, 2015, April 9, 2016, April 9, 2017 and April 9, 2018.
(8)	The restricted stock units shall vest on April 10, 2015.
(9)	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 (the "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 December 23, 2011. 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.
(10)	The restricted stock units shall vest on April 15, 2016.
(11)	The restricted stock units shall vest on April 9, 2017.
(12)	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 (the "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 31, 2014. 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.
Â Remarks: ExhibitÂ List ExhibitÂ 24.1Â -Â PowerÂ ofÂ Attorney

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