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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Hill Edwin J
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)
EVP & COO
(Last)          (First)          (Middle)

12800 TUCKAHOE CREEK PARKWAY
3. Date of Earliest Transaction (MM/DD/YYYY)

7/9/2021
(Street)

RICHMOND, VA 23238
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 7/9/2021  S  3505 D$134.99 (1)7929 D  
Common Stock 7/9/2021  S  3003 D$134.33 (2)4926 D  
Common Stock 7/9/2021  M  23362 A$63.04 28288 D  
Common Stock 7/12/2021  S  23362 D$135.20 (3)4926 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options (Right to Buy) $63.04 7/9/2021  M     23362   (4)5/1/2025 Common Stock 23362.0 $0 19453 D  

Explanation of Responses:
(1) The shares with respect to this transaction were sold at prices ranging from $134.72 to $135.31. 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) The shares with respect to this transaction were sold at prices ranging from $133.74 to $134.68. 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.
(3) The shares with respect to this transaction were sold at prices ranging from $134.86 to $135.73. 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.
(4) The stock options became exercisable with respect to one-fourth of the underlying shares of Common Stock on each of May 1, 2019, May 1, 2020 and May 1, 2021 and become exercisable with respect to one-fourth of the underlying shares of Common Stock on May 1, 2022.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Hill Edwin J
12800 TUCKAHOE CREEK PARKWAY
RICHMOND, VA 23238


EVP & COO

Signatures
Christine Carter, attorney-in-fact7/13/2021
**Signature of Reporting PersonDate

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