SEC Form 4
| FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol CARVANA CO. [ CVNA ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/16/2021 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | ||||||
| Class A Common Stock | 02/16/2021 | S(1) | 10,000 | D | $307.89(1)(2) | 33,524 | D | |||
| Class A Common Stock | 02/17/2021 | C(1) | 10,000 | A | $0(1)(3) | 43,524 | D | |||
| Class A Common Stock | 02/17/2021 | A | 3,554(4) | A | $296.05(4) | 37,078 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. 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: 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 | ||||||||
| Class B Units | $0.0(5) | 02/17/2021 | C(1)(3)(5) | 12,500(1)(3)(5) | (5) | (5) | Class A Common Stock | 10,000(1)(3)(5) | $0 | 246,248(6) | D | ||||
| Stock Options (Right to Buy) | $296.05 | 02/17/2021 | A | 17,687 | 04/01/2022(7) | 02/17/2031 | Class A Common Stock | 17,687 | $0 | 17,687 | D | ||||
| Explanation of Responses: |
| 1. The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 3, 2020 (the "10b5-1 Plan"). The Reporting Person acquired the Class A Common Stock on February 16, 2021 by exchanging 12,500 Class B common units of Carvana Group, LLC ("Class B Units") for 10,000 shares of Class A Common Stock pursuant to an exchange agreement among the Issuer and certain common unit holders of Carvana Group, LLC, dated April 27, 2017 (the "Exchange Agreement"). |
| 2. This transaction was executed in multiple trades at prices ranging from $306.80 to $310.18, inclusive; the price reported above reflects the volume weighted average sale price. |
| 3. The Exchange Agreement permits holders of Class B Units to exchange their Class B Units for a number of shares of Class A Common Stock of Carvana Co. (the "Issuer") equal to the Class A Common Stock Value less the Adjusted Participation Threshold (as each term is defined in the Exchange Agreement) multiplied by 0.8 times the number of Class B Units being exchanged, divided by the Class A Common Stock Value. |
| 4. Represents shares of Class A Common Stock of the Issuer underlying restricted stock units acquired by the Reporting Person. The restricted stock units vest 25% on April 1, 2022 and monthly thereafter for the following three years, subject to the Reporting Person's continued service with the Issuer. |
| 5. The exchanged Class B Units have a participation threshold of $0.00. The Class B Units have no expiration date. |
| 6. The Reporting Person was granted 1,000,000 Class B Units on March 24, 2015 with a participation threshold of $0.00; 250,000 vested on the grant date and 16,667 vest on the first of each month thereafter. |
| 7. The non-qualified stock options representing the right to purchase for the exercise price Class A Common Stock of the Issuer vests 25% on April 1, 2022 and monthly thereafter for the following three years, subject to the Reporting Person's continued service with the Issuer. |
| Remarks: |
| /s/ Paul Breaux, by Power of Attorney for Benjamin E. Huston | 02/17/2021 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||