Sec Form 4 Filing - STEMBERG THOMAS @ CARMAX INC - 2011-05-03

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 STEMBERG THOMAS 2. Issuer Name and Ticker or Trading Symbol CARMAX INC [ KMX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 12800 TUCKAHOE CREEK PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 05/03/2011 (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 05/03/2011 S 40 D $ 34.28 885 I By son through UTMA account Common Stock 05/19/2011 S 50 D $ 30.09 835 ( 1 ) I By son through UTMA account Common Stock 05/03/2011 S 20 D $ 34.28 380 I By second son through UTMA account Common Stock 05/19/2011 S 50 D $ 30.09 330 ( 2 ) I By second son through UTMA account Common Stock 05/03/2011 S 40 D $ 34.28 1,260 I By third son through UTMA account Common Stock 05/19/2011 S 50 D $ 30.09 1,210 I By third son through UTMA account Common Stock 01/28/2015 S 915 D $ 62.56 295 ( 3 ) I By third son through UTMA account Common Stock 9,576 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other STEMBERG THOMAS 12800 TUCKAHOE CREEK PARKWAY RICHMOND, VA23238 X Signatures Christine Carter, attorney-in-fact 01/30/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On January 30, 2012, the remaining 835 shares were transferred from the son's Uniform Transfers to Minor Act ("UTMA") account to the son's personal account. The Reporting Person no longer has a reportable beneficial interest in the 835 shares of KMX common stock held by the Reporting Person's son and included in the Reporting Person's prior ownership reporting. ( 2 )On January 1, 2013, the remaining 330 shares were transferred from the second son's UTMA account to the second son's personal account. The Reporting Person no longer has a reportable beneficial interest in the 330 shares of KMX common stock held by the Reporting Person's second son and included in the Reporting Person's prior ownership reporting. ( 3 )The Reporting Person's third son holds KMX shares through a UTMA account.

Remarks: Exhibit List:Exhibit 24.1 - Power of Attorney

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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