Verde Investments Form 4 CARVANA / ERNEST C. GARCIA II 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^*

GARCIA ERNEST C. II

(Last) (First) (Middle)

100 CRESCENT COURT, SUITE 1100

(Street)

DALLAS TX 75201

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

3. Date of Earliest Transaction (Month/Day/Year)
08/18/2023

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

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

	Form filed by One Reporting Person
X	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 B Common Stock	08/18/2023		A		2,504,859(1)	A	$37.048(1)	41,442,317	D
Class A Common Stock								3,362,500	D
Class A Common Stock								2,578,314	I	Verde Investments, Inc.(2)
Class A Common Stock								850,000	I	Ernest Irrevocable 2004 Trust III(3)
Class A Common Stock								950,000	I	Ernest C. Garcia III Multi-Generational Trust III(4)
Class B Common Stock								11,834,021	I	Ernest Irrevocable 2004 Trust III(5)
Class B Common Stock								11,952,000	I	Ernest C. Garcia III Multi-Generational Trust III(6)
Class B Common Stock								8,000,000	I	ECG II SPE, LLC(7)

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	(8)	08/18/2023		A		3,131,074(1)		(8)	(8)	Class A Common Stock	2,504,859(8)	$37.048	51,802,896	D
Class A Units	(9)							(9)	(9)	Class A Common Stock	(9)		14,792,526	I	Ernest Irrevocable 2004 Trust III(9)
Class A Units	(10)							(10)	(10)	Class A Common Stock	(10)		14,940,000	I	Ernest C. Garcia III Multi-Generational Trust III(10)
Class A Units	(11)							(11)	(11)	Class A Common Stock	(11)		10,000,000	I	ECG II SPE, LLC(11)

1. Name and Address of Reporting Person^*

GARCIA ERNEST C. II

(Last) (First) (Middle)

100 CRESCENT COURT, SUITE 1100

(Street)

DALLAS TX 75201

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

VERDE INVESTMENTS, INC.

(Last) (First) (Middle)

100 CRESCENT COURT

SUITE 1100

(Street)

DALLAS TX 75201

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ECG II SPE, LLC

(Last) (First) (Middle)

100 CRESCENT COURT

SUITE 1100

(Street)

DALLAS TX 75201

(City) (State) (Zip)

Explanation of Responses:

1. On August 18, 2023, the Issuer entered into a Securities Purchase Agreement with Carvana Group, LLC ("Carvana Group"), the Reporting Person and Ernest C. Garcia, III, pursuant to which the Reporting Person agreed to purchase 3,131,074 Class A Units for a per unit purchase price of $37.048 and will receive, for no additional consideration, 2,504,859 shares of Class B Common Stock.

2. These Class A Shares are owned directly by Verde Investments, Inc., an entity which Mr. Garcia wholly owns and controls.

3. These Class A Shares are owned directly by the Ernest Irrevocable 2004 Trust III (the "2004 Trust"). Mr. Garcia may have shared voting and dispositive power with respect to the Class A Shares held by the 2004 Trust. Mr. Garcia is a non-voting co-trustee with respect to the 2004 Trust and Mr. Garcia's son, Ernest C. Garcia III, is the sole beneficiary.

4. These Class A Shares are owned directly by the Ernest C. Garcia III Multi-Generational Trust III (the "Multi-Generational Trust"). Mr. Garcia may have shared voting and dispositive power with respect to the Class A Shares held by the Multi-Generational Trust. Mr. Garcia is a non-voting co-trustee with respect to the Multi-Generational Trust, and Ernest C. Garcia III and his children are the sole beneficiaries.

5. These Class B Shares are owned directly by the 2004 Trust.

6. These Class B Shares are owned directly by the Multi-Generational Trust.

7. These Class B Shares are owned directly by ECG II SPE, LLC ("E-SPE"), an entity which Mr. Garcia wholly owns and controls.

8. These Class A Units are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement, dated April 27, 2017, by and among the Issuer, Carvana Co. Sub LLC, Carvana Group and the members of Carvana Group (the "Exchange Agreement").

9. These Class A Units are owned directly by the 2004 Trust and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.

10. These Class A Units are owned directly by the Multi-Generational Trust and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.

11. These Class A Units are owned directly by E-SPE and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.

Remarks:

	/s/ Ernest C. Garcia II	08/22/2023
	/s/ Ernest C. Garcia II, Verde Investments, Inc.	08/22/2023
	/s/ Ernest C. Garcia II, ECG II SPE, LLC	08/22/2023
	** Signature of Reporting Person	Date
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