Platt Ira J. Form 4 CARVANA / IRA J. PLATT 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^*

PLATT IRA J.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2018

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	04/30/2018		C(1)		55,000	A	(1)(2)	55,000	I	See Footnote(3)
Class A Common Stock	04/30/2018		S(1)		55,000	D	$27.5(1)	0	I	See Footnote(3)
Class A Common Stock								20,000	D
Class A Common Stock								2,500	I	Owned directly by Reporting Person's parents
Class B Common Stock	04/30/2018		J(2)(4)		55,000	D	(2)(4)	264,438	I	See Footnote(5)

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
Class A Units	$0.0(2)	04/30/2018		C			68,750(1)(2)	(2)	(2)	Class A Common Stock	55,000(1)(2)	$0(2)	330,548	I	See Footnote(6)

Explanation of Responses:

1. On April 30, 2018, the Reporting Person exchanged 68,750 Class A common units of Carvana Group, LLC ("Class A Units") for 55,000 shares of Class A common stock, par value $0.001 per share, of the Issuer (the "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"). The Reporting Person immediately sold the 55,000 shares of Class A Common Stock acquired upon conversion of the Class A Units in an underwritten public offering pursuant to the Issuer's Registration Statement on Form S-1 (File No. 333-224404).

2. The Exchange Agreement permits holders of Class A Units to exchange their Class A Units for shares of Class A Common Stock at a rate of four shares of Class A Common Stock for every five Class A Units being exchanged, or at the Issuer's election, for cash equal to the value of a share of Class A Common Stock multiplied by 0.8 times the number of Class A Units being exchanged. Additionally, to the extent such holders of Class A Units also hold Class B Common Stock, par value $0.001 per share, of the Issuer (the "Class B Common Stock"), they are required to deliver to the Issuer a number of shares of Class B Common Stock equal to the number of shares of Class A Common Stock for which the Class A Units are being exchanged. The Class A Units have no expiration date.

3. These shares of Class A Common Stock were issued to and sold by Georgiana Ventures, LLC upon exchange of the Class A Units, an entity controlled by the Reporting Person.

4. These shares of Class B Common Stock were cancelled for no consideration upon the exchange of the Class A Units for shares of Class A Common Stock of the Issuer.

5. These shares of Class B common stock are owned directly by GV Auto I, LLC ("GV Auto"), an entity in which the Reporting Person is a member, and represent the Reporting Person's pro rata membership interest in GV Auto.

6. These Class A Units are owned directly by GV Auto, an entity in which the Reporting Person is a member, and represent the Reporting Person's pro rata membership interest in GV Auto.

Remarks:

	/s/ Paul Breaux, by Power of Attorney for Ira J. Platt	05/02/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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