Ryan S. Keeton Form 4 CARVANA / RYAN S. KEETON ownership change

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^*

KEETON RYAN S.

(Last) (First) (Middle)

C/O CARVANA CO.

1930 W. RIO SALADO PARKWAY

(Street)

TEMPE AZ 85281

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CARVANA CO. [ CVNA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Brand Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/29/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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	10/29/2020		A		12,022(1)	A	$191.19	27,692	D
Class A Common Stock	10/29/2020		A		6,678(2)	A	$191.19	34,370	D
Class A Common Stock	10/29/2020		A		3,111(3)	A	$191.19	37,481	D
Class A Common Stock	10/29/2020		F		4,660(4)	D	$191.19	32,821	D
Class A Common Stock	11/01/2020		F		1,213(5)	D	$185.35	31,608	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 (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

Explanation of Responses:

1. Represents restricted stock units ("RSUs") granted on April 30, 2018 under the Reporting Owner's Performance Restricted Stock Unit Award Agreement between Carvana Co. and the Reporting Owner dated April 30, 2018 ("2018 PRSU Agreement"). The performance condition in the 2018 PRSU Agreement has been met thus all RSUs vested on October 29, 2020.

2. Represents RSUs granted on February 25, 2019 under the Reporting Owner's Performance Restricted Stock Unit Award Agreement between Carvana Co. and the Reporting Owner dated February 25, 2019 ("2019 PRSU Agreement"). The performance condition in the 2019 PRSU Agreement has been met thus 2,643 RSUs vested on November 1, 2020 and 2 1/12% will vest on the first of each succeeding month for 29 months.

3. Represents RSUs granted on February 14, 2020 under the Reporting Owner's Performance Restricted Stock Unit Award Agreement between Carvana Co. and the Reporting Owner dated February 14, 2020 ("2020 PRSU Agreement"). The performance condition in the 2020 PRSU Agreement has been met thus 25% will vest on April 1, 2021 and 2 1/12% will vest of the first of each month thereafter for 36 months.

4. Represents shares of Class A Common Stock of the Issuer withheld for taxes upon vesting of RSUs from the 2018 PRSU Agreement.

5. Represents shares of Class A Common Stock of the Issuer withheld for taxes upon vesting of RSUs, including 1,112 withheld for RSUs that vested from the 2019 PRSU Agreement.

Remarks:

	/s/ Paul Breaux, by Power of Attorney for Ryan S. Keeton	11/02/2020
	** 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).
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