Sec Form 4 Filing - DOLAN MICHAEL K @ CARMAX INC - 2012-04-10

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, 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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1. Name and Address of Reporting Person DOLAN MICHAEL K 2. Issuer Name and Ticker or Trading Symbol CARMAX INC [ KMX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CAO/Executive Vice President (Last) (First) (Middle) 12800 TUCKAHOE CREEK PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 04/10/2012 (Street) RICHMOND, VA23238 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 04/10/2012 M 29,048 A $ 0 120,566 D Common Stock 04/10/2012 F 9,354 D $ 32.54 111,212 D Common Stock 04/10/2012 M 50,000 A $ 14.8 161,212 D Common Stock 04/10/2012 M 50,000 A $ 17.2 211,212 D Common Stock 04/10/2012 S 100,000 D $ 31.9 ( 1 ) 111,212 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Restricted Stock Units ( 2 ) 04/10/2012 M 14,524 ( 3 ) ( 3 ) Common Stock 29,048 $ 0 0 D Stock Options (Right to Buy) $ 14.8 04/10/2012 M 50,000 04/01/2005 04/01/2014 Common Stock 50,000 $ 0 0 D Stock Options (Right to Buy) $ 17.2 04/10/2012 M 50,000 05/01/2007 05/01/2013 Common Stock 50,000 $ 0 0 D Restricted Stock Units $ 0 ( 4 ) 04/10/2012 A 10,679 ( 4 ) ( 5 ) Common Stock ( 4 ) $ 0 10,679 D Stock Options (Right to Buy) $ 31.76 04/10/2012 A 102,843 04/10/2013( 6 ) 04/10/2019 Common Stock 102,843 $ 0 102,843 D SARS $ 31.76 04/10/2012 A 102,843 04/10/2013( 7 ) 04/10/2019 Common Stock 102,843 $ 0 102,843 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DOLAN MICHAEL K 12800 TUCKAHOE CREEK PARKWAY RICHMOND, VA23238 CAO/Executive Vice President Signatures Lisa Ferron Lee 04/12/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares with respect to this transaction were sold at prices ranging from $31.53 to $32.03. 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 )Following vesting of the restricted stock units, which are referred to by the Company as market stock units (MSUs), the Reporting Person received two times the number of MSUs in shares of Company common stock. ( 3 )The restricted stock units vested on April 7, 2012, and were settled in Company common stock on April 10, 2012. ( 4 )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 10.2 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. ( 5 )The restricted stock units shall vest on April 10, 2015. ( 6 )The stock options are exercisable with respect to one-fourth of the underlying shares of Common Stock on each of April 10, 2013, April 10, 2014, April 10, 2015 and April 10, 2016. ( 7 )The stock options and the stock appreciation rights (SARs) were granted in tandem. Accordingly, the exercise of one results in the surrender to the Issuer of the other. The SARs, which will entitle the Reporting Person to receive the cash value of the options in lieu of exercising the options, become exercisable only following a change in control of the Issuer as set forth in the Issuer's 2002 Stock Incentive Plan, as amended and restated.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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