CVAN Form 4 CARVANA / Mark Walter 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^*

CVAN Holdings LLC

(Last) (First) (Middle)

227 W. MONROE, SUITE 4800

(Street)

CHICAGO IL 60606

(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)
07/24/2019

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

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
Forward Sale Contract (obligation to sell)	(1)(2)(3)(4)(5)	07/24/2019		J(1)(2)(3)(4)(5)		4,300,000		(2)(3)	(2)(3)	Class A Common Stock	4,300,000	(4)(5)	4,300,000(6)	D(6)

1. Name and Address of Reporting Person^*

CVAN Holdings LLC

(Last) (First) (Middle)

227 W. MONROE, SUITE 4800

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Delaware Life Holdings Parent, LLC

(Last) (First) (Middle)

227 WEST MONROE, SUITE 4800

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Delaware Life Holdings Parent II, LLC

(Last) (First) (Middle)

227 WEST MONROE, SUITE 4800

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Delaware Life Holdings Manager, LLC

(Last) (First) (Middle)

ATTN: JACK SALERNO

227 WEST MONROE, SUITE 4800

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Walter Mark

(Last) (First) (Middle)

227 WEST MONROE, SUITE 4800

(Street)

CHICAGO IL 60606

(City) (State) (Zip)

Explanation of Responses:

1. On June 14, 2019, CVAN Holdings, LLC ("CVAN") entered into a prepaid variable forward sale contract with an unaffiliated third party, the effectiveness of which was conditioned upon the satisfaction of certain conditions precedent. The conditions precedent were satisfied, and the parties' obligations became fixed, on July 24, 2019.

2. The contract obligates CVAN to deliver to the counterparty up to 4,300,000 shares of the Issuer's Class A common stock ("Class A Shares") (or at CVAN's election, an equivalent amount of cash) on the maturity date (the nineteenth scheduled trading day following July 11, 2022). In exchange for assuming this obligation, CVAN received a cash payment of $230,727,680. CVAN has pledged 5,375,000 Class A units of Carvana Group, LLC and 4,300,000 shares of Class B common stock of the Issuer (the "Pledged Securities") to secure its obligations under the contract. CVAN retained voting and certain dividend rights in the Pledged Shares during the term of the contract but is required to make cash payments upon the occurrence of certain dividends declared prior to the maturity date.

3. (continued from Footnote 2) The Pledged Securities are exchangeable for 4,300,000 Class A Shares at any time pursuant to an Exchange Agreement, dated as of April 27, 2017, between the Issuer and CVAN. The Issuer has agreed to physically settle any exchange request received with respect to the Pledged Shares. Prior to the maturity date, CVAN will not be permitted to exchange, transfer or otherwise dispose of the Pledged Securities (other than in connection with the settlement of the contract) and will, at all times, maintain the ability to cover its delivery obligations under the contract.

4. The transaction will be divided into 20 individual components (each comprising 215,000 Class A Shares) over the 20 trading days up to, and including, the maturity date (the "Valuation Period"). The number of Class A Shares to be delivered to the counterparty with respect to each component at settlement will be based on the volume weighted average closing price of the Class A Shares for each trading day during the Valuation Period (the "Settlement Price") as follows: (A) if the Settlement Price for any component is less than $53.6576, CVAN will deliver for that component 215,000 Class A Shares; (B) if the Settlement Price for any component is less than $73.8582, but equal to or greater than $53.6576, CVAN will deliver for that component a number of Class A Shares equal to (i) 215,000, multiplied by (ii) a ratio equal to $53.6576 divided by the Settlement Price; and

5. (continued from Footnote 4) (C) if the Settlement Price for any component is equal to or greater than $73.8582, CVAN will deliver for that component a number of shares equal to (i) 215,000, multiplied by (ii) a ratio equal to $53.6576 divided by $73.8582, in each case rounded up to the nearest whole share.

6. CVAN is a wholly-owned subsidiary of Delaware Life Holdings Parent, LLC ("Parent I"). Parent I is a wholly-owned subsidiary of Delaware Life Holdings Parent II, LLC ("Parent II"). Each of Parent I and Parent II is managed by Delaware Life Holdings Manager, LLC ("Manager") and each of Parent II and Manager is controlled by Mr. Mark Walter ("Mr. Walter"). Each of Parent I, Parent II, Manager and Mr. Walter may be deemed, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the shares owned by CVAN.

Remarks:

	CVAN Holdings, LLC, By: /s/ Jack Salerno, Vice President	07/26/2019
	Delaware Life Holdings Parent, LLC, By: /s/ Joe Nicosia, Authorized Person	07/26/2019
	Delaware Life Holdings Parent II, LLC, By: /s/ Joe Nicosia, Authorized Person	07/26/2019
	Delaware Life Holdings Manager, LLC, By: /s/ Joe Nicosia, Authorized Person	07/26/2019
	/s/ Mark Walter	07/26/2019
	** 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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