SEC Form 4 · accession 0001209191-18-058381

CARVANA CO. · CVNA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

Ernest C. Garcia II

10% Owner

VERDE INVESTMENTS, INC.

10% Owner

Period of report

Nov 8, 2018

Accepted (ET)

Nov 13, 2018 · 6:22 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 A Common Stock^F1	Nov 8, 2018	C	18,762	$0.00	A	18,762	I	DriveTime Sales and Finance Company
Class A Common Stock^F1	Nov 8, 2018	C	62,511	$0.00	A	81,273	I	DriveTime Sales and Finance Company
Class A Common Stock^F1	Nov 8, 2018	C	38,826	$0.00	A	120,099	I	DriveTime Sales and Finance Company
Class A Common Stock^F1	Nov 8, 2018	C	41,031	$0.00	A	161,130	I	DriveTime Sales and Finance Company
Class A Common Stock^F1	Nov 8, 2018	C	14,220	$0.00	A	175,350	I	DriveTime Sales and Finance Company
Class A Common Stock^F3	Nov 8, 2018	S	18,762	$50.5407	D	156,588	I	DriveTime Sales and Finance Company
Class A Common Stock^F3	Nov 8, 2018	S	62,511	$51.4198	D	94,077	I	DriveTime Sales and Finance Company
Class A Common Stock^F3	Nov 8, 2018	S	38,826	$52.5119	D	55,251	I	DriveTime Sales and Finance Company
Class A Common Stock^F3	Nov 8, 2018	S	41,031	$53.4538	D	14,220	I	DriveTime Sales and Finance Company
Class A Common Stock^F3	Nov 8, 2018	S	14,220	$54.2031	D	0	I	DriveTime Sales and Finance Company
Class B Common Stock^F7	Nov 8, 2018	J	175,350	$0.00	D	3,373,263	I	DriveTime Sales and Finance Company
Class A Common Stock^F4	holding	—	—		—	1,464,517	I	Verde Investments, Inc.
Class A Common Stock^F5	holding	—	—		—	85,466	I	Ernest Irrevocable 2004 Trust III
Class A Common Stock^F6	holding	—	—		—	100,000	I	Ernest C. Garcia III Multi-Generational Trust III
Class B Common Stock	holding	—	—		—	52,937,458	D
Class B Common Stock^F8	holding	—	—		—	11,952,000	I	Ernest Irrevocable 2004 Trust III
Class B Common Stock^F9	holding	—	—		—	11,952,000	I	Ernest C. Garcia III Multi-Generational Trust III
Class B Common Stock^F10	holding	—	—		—	8,000,000	I	ECG II SPE, LLC

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class A Units^F1	—	Nov 8, 2018	C	219,188	D	—	—	Class A Common Stock	175,350	4,216,572	I
Class A Units^F11	—	holding	—	—	—	—	—	Class A Common Stock	—	66,171,823	D
Class A Units^F12	—	holding	—	—	—	—	—	Class A Common Stock	—	14,940,000	I
Class A Units^F13	—	holding	—	—	—	—	—	Class A Common Stock	—	14,940,000	I
Class A Units^F14	—	holding	—	—	—	—	—	Class A Common Stock	—	10,000,000	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., of which Mr. Garcia is the chairman of the board of directors and the controlling stockholder.
F10These Class B Shares are owned directly by ECG II SPE, LLC ("E-SPE"), an entity which Mr. Garcia wholly owns and controls.
F11These Class A Units are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.
F12These Class A Units are owned directly by the 2004 Trust and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.
F13These 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.
F14These Class A Units are owned directly by E-SPE and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.
F2The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by DriveTime Sales on September 17, 2018.
F3The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $49.93 to $50.92, inclusive (weighted average of $50.5407); $50.93 to $51.92, inclusive (weighted average of $51.4198); $51.94 to $52.93, inclusive (weighted average of $52.5119); $52.94 to $53.93, inclusive (weighted average of $53.4538) and $53.94 to $54.73, inclusive (weighted average of $54.2031), 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.
F4These Class A Shares are owned directly by Verde Investments, Inc., an entity which Mr. Garcia wholly owns and controls.
F5These 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.
F6These 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.
F7Reflects 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.
F8These Class B Shares are owned directly by the 2004 Trust.
F9These Class B Shares are owned directly by the Multi-Generational Trust.