SEC Form 4/A · accession 0000899243-18-006269
CARVANA CO. · CVNA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owners
CVAN Holdings LLC
10% Owner
Mark Walter
10% Owner
Delaware Life Holdings Parent, LLC
10% Owner
Delaware Life Holdings Manager, LLC
10% Owner
Period of report
Feb 28, 2018
Accepted (ET)
Mar 2, 2018 · 9:45 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001690820
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1,F2,F5,F3 | Feb 28, 2018 | C | 1,000,000 | $0.00 | D | 12,795,376 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common UnitsF1,F2,F3,F4,F6 | $0.00 | Feb 28, 2018 | C | 1,250,000 | D | — | — | Class A Common Stock | 1,000,000 | 15,994,220 | D |
Explanation of responses
- F1On February 28, 2018, CVAN Holdings, LLC ("CVAN") exchanged 1,250,000 Class A common units of Carvana Group, LLC ("Class A Units") and 1,000,000 shares of Class B common stock, par value $0.001 per share, of the Issuer (the "Class B Common Stock") for 1,000,000 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 entered into by and among the Issuer, CVAN and certain other holders of Class A Units immediately prior to the effectiveness of the Registration Statement on Form S-1 (File No. 333-217085) relating to the Issuer's initial public offering (the "Exchange Agreement").
- F2The 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, they are required to deliver to the Issuer a number of shares of Class B Common Stock equal to the number of Class A Units being issued in connection with any exchange.
- F3CVAN is a wholly-owned subsidiary of Delaware Life Holdings Parent, LLC ("Parent I"). Parent I is a wholly-owned subsidiary 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.
- F4The Class A Units are exchangeable 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. The Class A Units have no expiration date.
- F5The Form 4 filed by the reporting persons on March 2, 2018 inadvertently overstated the number of shares of Class B Common Stock surrendered to the Issuer by CVAN in connection with the exchange by 250,000 shares in Column 4 of Table I, which in turn resulted in an inadvertent understatement in the number of shares of Class B Common Stock held by CVAN following the exchange by 250,000 shares in Column 5 of Table I. This amendment is being filed to correct the number of shares reported in Column 4 and Column 5 of Table I.
- F6The Form 4 filed by the reporting persons on March 2, 2018 inadvertently stated the number of shares of Class A Common Stock for which the Class A Units held by CVAN are exchangeable in Column 9 of Table II and understated such number by 250,000 shares. This amendment is being filed to reflect the number of Class A Units held by CVAN following the exchange in Column 9 of Table II. The Class A Units are exchangeable for shares of Class A Common Stock as described above.