SEC Form 4 · accession 0001144204-18-049182
CARVANA CO. · CVNA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Thomas G. Dundon
10% Owner
DDFS Partnership LP
10% Owner
DDFS Management Co LLC
10% Owner
Period of report
Sep 10, 2018
Accepted (ET)
Sep 12, 2018 · 4:18 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,F2,F3,F4 | Sep 10, 2018 | J | 253,877 | $19.69 | A | 253,877 | I | See Footnotes |
| Class A Common StockF5,F3,F4 | Sep 11, 2018 | S | 253,877 | $69.30 | D | 0 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A ConvertiblePreferred StockF1,F2,F3,F4 | $19.69 | Sep 10, 2018 | C | 5,000 | D | — | — | Class A Common Stock | 253,877 | 95,000 | I |
Explanation of responses
- F1The Class A Convertible Preferred Stock, par value $0.01 per share of the Company ("Preferred Stock") is convertible at the option of the holders at any time into shares of the Company's Class A Common Stock, par value $0.001 per share ("Common Stock") at an initial conversion rate of 50.78 shares of Common Stock for each share of Preferred Stock, which represents an initial conversion price of approximately $19.6945 per share of Common Stock, subject to anti-dilution and other adjustment.
- F2The Reporting Persons exercised their option to convert 5,000 shares of Preferred Stock into 253,877 shares of Common Stock on September 10, 2018.
- F3Reflects securities directly held by DDFS Partnership LP, a Delaware limited partnership ("DDFS"). DDFS Management Company LLC, a Delaware limited liability company ("DMC"), is the sole general partner of DDFS and holds a 1% general interest in DDFS. Thomas G. Dundon directly holds 100% of the membership interests in DMC.
- F4Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.92 to $71.24, inclusive.