SEC Form 4 · accession 0001170010-18-000090
CARMAX INC · KMX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William D Nash
Officer — President & CEO
Period of report
May 1, 2018
Accepted (ET)
May 3, 2018 · 4:55 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001170010
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2 | — | May 1, 2018 | A | 18,322 | A | — | — | Common Stock | — | 18,322 | D |
| Stock Options (Right to Buy)F3,F4 | $63.04 | May 1, 2018 | A | 240,513 | A | — | May 1, 2025 | Common Stock | 240,513 | 240,513 | D |
Explanation of responses
- F1Shares 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 10.2 to the Company's Current Report on Form 8-K filed on February 13, 2015. 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.
- F2The restricted stock units shall vest on May 1, 2021.
- F3The 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.
- F4The stock options become 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.