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)
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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) 09/09/2024 | ||||||||||||||||||||||||||
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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 | 09/09/2024 | C | 75,000 | A | (1) | 75,000 | D | |||
| Class A Common Stock | 09/09/2024 | S(2) | 12,704 | D | $134.5742(3) | 62,296 | D | |||
| Class A Common Stock | 09/09/2024 | S(2) | 36,306 | D | $135.2598(3) | 25,990 | D | |||
| Class A Common Stock | 09/09/2024 | S(2) | 13,254 | D | $136.3818(3) | 12,736 | D | |||
| Class A Common Stock | 09/09/2024 | S(2) | 10,374 | D | $137.4161(3) | 2,362 | D | |||
| Class A Common Stock | 09/09/2024 | S(2) | 2,362 | D | $138.1025(3) | 0 | D | |||
| Class A Common Stock | 09/10/2024 | C | 75,000 | A | (1) | 75,000 | D | |||
| Class A Common Stock | 09/10/2024 | S(2) | 4,304 | D | $125.0328(4) | 70,696 | D | |||
| Class A Common Stock | 09/10/2024 | S(2) | 3,937 | D | $126.0498(4) | 66,759 | D | |||
| Class A Common Stock | 09/10/2024 | S(2) | 7,466 | D | $127.1065(4) | 59,293 | D | |||
| Class A Common Stock | 09/10/2024 | S(2) | 9,282 | D | $128.2131(4) | 50,011 | D | |||
| Class A Common Stock | 09/10/2024 | S(2) | 13,300 | D | $129.1562(4) | 36,711 | D | |||
| Class A Common Stock | 09/10/2024 | S(2) | 17,884 | D | $130.1564(4) | 18,827 | D | |||
| Class A Common Stock | 09/10/2024 | S(2) | 9,527 | D | $131.2309(4) | 9,300 | D | |||
| Class A Common Stock | 09/10/2024 | S(2) | 3,200 | D | $132.1788(4) | 6,100 | D | |||
| Class A Common Stock | 09/10/2024 | S(2) | 4,000 | D | $133.4167(4) | 2,100 | D | |||
| Class A Common Stock | 09/10/2024 | S(2) | 300 | D | $134.4333(4) | 1,800 | D | |||
| Class A Common Stock | 09/10/2024 | S(2) | 1,800 | D | $135.1061(4) | 0 | D | |||
| Class A Common Stock | 850,000 | I | Ernest Irrevocable 2004 Trust III(5) | |||||||
| Class A Common Stock | 950,000 | I | Ernest C. Garcia III Multi-Generational Trust III(6) | |||||||
| Class B Common Stock | 09/09/2024 | J | 75,000 | D | (7) | 40,658,131 | D | |||
| Class B Common Stock | 09/10/2024 | J | 75,000 | D | (7) | 40,583,131 | D | |||
| Class B Common Stock | 11,834,021 | I | Ernest Irrevocable 2004 Trust III(8) | |||||||
| Class B Common Stock | 11,952,000 | I | Ernest C. Garcia III Multi-Generational Trust III(9) | |||||||
| Class B Common Stock | 8,000,000 | I | ECG II SPE, LLC(10) | |||||||
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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 A Units | (1) | 09/09/2024 | C | 93,750 | (1) | (1) | Class A Common Stock | 75,000 | $0.00 | 50,822,663 | D | ||||
| Class A Units | (1) | 09/10/2024 | C | 93,750 | (1) | (1) | Class A Common Stock | 75,000 | $0.00 | 50,728,913 | D | ||||
| Class A Units | (11) | (11) | (11) | Class A Common Stock | 14,792,526 | 14,792,526 | I | Ernest Irrevocable 2004 Trust III | |||||||
| Class A Units | (12) | (12) | (12) | Class A Common Stock | 14,940,000 | 14,940,000 | I | Ernest C. Garcia III Multi-Generational Trust III | |||||||
| Class A Units | (13) | (13) | (13) | Class A Common Stock | 10,000,000 | 10,000,000 | I | ECG II SPE, LLC | |||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Reflects the conversion of Class A Common Units ("Class A Units") of Carvana Group, LLC ("Carvana Group") owned directly by Ernest C. Garcia II into Class A Shares of the Issuer 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"). |
| 2. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Ernest C. Garcia II and Elizabeth Joanne Garcia on March 11, 2024. |
| 3. The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $133.9218 to $134.92, inclusive (weighted average of $134.5742); $134.9224 to $135.92, inclusive (weighted average of $135.2598); $135.9252 to $136.9195, inclusive (weighted average of $136.3818); $136.9293 to $137.92, inclusive (weighted average of $137.4161); and $137.93 to $138.36, inclusive (weighted average of $138.1025), respectively. The reporting person undertakes to provide to the issuer or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. |
| 4. Prices reported in Column 4 are weighted average prices. Shares were sold in multiple transactions at prices ranging from $124.54-$125.52, inclusive (weighted average $125.0328); $125.59-$126.57, inclusive (weighted average $126.0498); $126.59-$127.55, inclusive (weighted average $127.1065); $127.62-$128.61, inclusive (weighted average $128.2131); $128.63-$129.60, inclusive (weighted average $129.1562); $129.64-$130.60, inclusive (weighted average $130.1564); $130.65-$131.60, inclusive (weighted average $131.2309); $131.66-$132.64, inclusive (weighted average $132.1788); $132.82-$133.69, inclusive (weighted average $133.4167); $133.90-$134.70, inclusive (weighted average $134.4333); and $134.93-$135.27, inclusive (weighted average $135.1061), respectively. Reporting person undertakes to provide to issuer or staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. |
| 5. 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 Common Stock ("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, Ernie Garcia III, is the sole beneficiary. |
| 6. 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 Ernie Garcia III and his children are the sole beneficiaries. |
| 7. Reflects the cancellation for no consideration of Class B Common Stock of the Issuer ("Class B Shares") in connection with the conversion of Class A Units into Class A Shares. Following the reported transaction, the remaining Class B Shares are owned directly by Ernest C. Garcia II. |
| 8. These Class B Shares are owned directly by the 2004 Trust. |
| 9. These Class B Shares are owned directly by the Multi-Generational Trust. |
| 10. These Class B Shares are owned directly by ECG II SPE, LLC ("E-SPE"), an entity which Mr. Garcia wholly owns and controls. |
| 11. 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. |
| 12. 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. |
| 13. These Class A Units are owned directly by E-SPE and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement. |
| /s/ Ernest C. Garcia II | 09/11/2024 | |
| /s/ Ernest C. Garcia II, ECG II SPE, LLC | 09/11/2024 | |
| ** 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. | ||