SEC Form 4 · accession 0000899243-18-013064
CARVANA CO. · CVNA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
May 14, 2018
Accepted (ET)
May 16, 2018 · 4:05 pm EDT
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 A Common StockF1 | May 14, 2018 | C | 1,650,000 | $0.00 | A | 1,650,000 | I | See Footnote |
| Class A Common StockF2 | May 14, 2018 | S | 1,650,000 | $26.2625 | D | 0 | I | See Footnote |
| Class B Common StockF6 | May 14, 2018 | J | 1,650,000 | $0.00 | D | 4,336,765 | I | See Footnote |
| Class A Common StockF3 | holding | — | — | — | 1,464,517 | I | See Footnote | |
| Class A Common StockF4 | holding | — | — | — | 100,000 | I | See Footnote | |
| Class A Common StockF5 | holding | — | — | — | 100,000 | I | See Footnote | |
| Class B Common Stock | holding | — | — | — | 60,937,458 | D | ||
| Class B Common StockF7 | holding | — | — | — | 11,952,000 | I | See Footnote | |
| Class B Common StockF8 | holding | — | — | — | 11,952,000 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A UnitsF9,F1 | — | May 14, 2018 | C | 2,062,500 | D | — | — | Class A Common Stock | 1,650,000 | 4,336,765 | I |
| Class A UnitsF10 | — | holding | — | — | — | — | — | Class A Common Stock | — | 60,937,458 | I |
| Class A UnitsF11 | — | holding | — | — | — | — | — | Class A Common Stock | — | 11,952,000 | I |
| Class A UnitsF12 | — | holding | — | — | — | — | — | Class A Common Stock | — | 11,952,000 | I |
Explanation of responses
- F1Reflects the conversion of Class A Common Units ("Class A Units") of Carvana Group, LLC ("Carvana Group") owned directly by DriveTime Sales and Finance Company, LLC ("DriveTime Sales") into shares of Class A Common Stock ("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"). DriveTime Sales is a wholly owned subsidiary of DriveTime Automotive Group, Inc. ("DriveTime"), of which Mr. Garcia is the chairman of the board of directors and the controlling stockholder.
- F10These Class A Units are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.
- F11These Class A Units are owned directly by the 2004 Trust and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.
- F12These 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.
- F2Reflects the sale of Class A Shares by DriveTime Sales in an underwritten, registered offering of the Issuer, pursuant to an Underwriting Agreement dated as of April 25, 2018, among the Issuer, Carvana Group, and the other signatories party thereto, and the Second Amended and Restated Registration Rights Agreement, dated April 27, 2017, by and among the Issuer, Carvana Group and the other signatories party thereto.
- F3These Class A Shares are owned directly by Verde Investments, Inc., an entity which Mr. Garcia wholly owns and controls.
- F4These Class A Shares are owned directly by the Ernest Irrevocable 2004 Trust III (the "2004 Trust"). Mr. Garcia has shared investment and dispository power over the 2004 Trust assets and Mr. Garcia's son, Ernie Garcia, III, is the sole beneficiary of the 2004 Trust.
- F5These Class A Shares are owned directly by the Ernest C. Garcia III Multi-Generational Trust III (the "Multi-Generational Trust"). Mr. Garcia has sole investment and dispository power over the Multi-Generational Trust assets and Mr. Garcia's son, Ernie Garcia, III, together with Ernie Garcia, III's children, are the sole beneficiaries of the Multi-Generational Trust.
- F6Reflects 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 DriveTime Sales.
- F7These Class B Shares are owned directly by the 2004 Trust.
- F8These Class B Shares are owned directly by the Multi-Generational Trust.
- F9These Class A Units are owned directly by DriveTime Sales and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.