SEC Form 4 · accession 0001144204-18-049718

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 13, 2018

Accepted (ET)

Sep 17, 2018 · 7:07 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 Stock^F1,F2,F3,F4	Sep 13, 2018	J	507,755	$19.69	A	626,722	I	See Footnotes
Class A Common Stock^F5,F3,F4	Sep 14, 2018	S	300,000	$63.09	D	326,722	I	See Footnotes
Class A Common Stock^F1,F2,F3,F4	Sep 14, 2018	J	253,877	$19.69	A	580,599	I	See Footnotes
Class A Common Stock^F6,F3,F4	Sep 17, 2018	S	580,599	$60.61	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 Stock^F1,F2,F3,F4	$19.69	Sep 13, 2018	C	10,000	D	—	—	Class A Common Stock	507,755	65,000	I
Class A Convertible Preferred Stock^F1,F2,F3,F4	$19.69	Sep 14, 2018	C	5,000	D	—	—	Class A Common Stock	253,877	60,000	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 10,000 shares of Preferred Stock into 507,755 shares of Common Stock on September 13, 2018, and 5,000 shares of Preferred Stock into 253,877 shares of Common Stock on September 14, 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 $63.00 to $63.50, inclusive.
F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.00 to $63.49, inclusive.