William D. Nash - May 1, 2023 Form 4 Insider Report for CARMAX INC (KMX)

Signature
Christine Carter, attorney-in-fact
Stock symbol
KMX
Transactions as of
May 1, 2023
Transactions value $
-$392,856
Form type
4
Date filed
5/3/2023, 04:32 PM
Previous filing
Apr 26, 2023
Next filing
Jul 5, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction KMX Common Stock Options Exercise +17.1K +10.3% 183K May 1, 2023 Direct F1
transaction KMX Common Stock Tax liability -$393K -5.57K -3.05% $70.48 177K May 1, 2023 Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction KMX Restricted Stock Units Options Exercise $0 -18.8K -100% $0.00* 0 May 1, 2023 Common Stock 17.1K Direct F1, F2
transaction KMX Stock Options (Right to Buy) Award $0 +258K $0.00 258K May 1, 2023 Common Stock 258K $70.48 Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Following vesting of the restricted stock units, which are referred to by the Company as market stock units (MSUs), the Reporting Person received 0.91 times the number of MSUs in shares of Company common stock.
F2 The restricted stock units vested on May 1, 2023 and were settled in Company common stock.
F3 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.
F4 The stock options become exercisable with respect to one-fourth of the underlying shares of Common Stock on each of May 1, 2024, May 1, 2025, May 1, 2026 and May 1, 2027.