SEC Form 4 · accession 0001209191-18-059050
CARVANA CO. · CVNA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Nov 14, 2018
Accepted (ET)
Nov 16, 2018 · 6:05 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 StockF1 | Nov 14, 2018 | C | 35,786 | $0.00 | A | 35,786 | I | DriveTime Sales and Finance Company |
| Class A Common StockF3 | Nov 14, 2018 | S | 35,786 | $45.4258 | D | 0 | I | DriveTime Sales and Finance Company |
| Class A Common StockF1 | Nov 14, 2018 | C | 6,328 | $0.00 | A | 6,328 | I | DriveTime Sales and Finance Company |
| Class A Common StockF3 | Nov 14, 2018 | S | 6,328 | $46.379 | D | 0 | I | DriveTime Sales and Finance Company |
| Class A Common StockF1 | Nov 14, 2018 | C | 3,900 | $0.00 | A | 3,900 | I | DriveTime Sales and Finance Company |
| Class A Common StockF3 | Nov 14, 2018 | S | 3,900 | $47.2742 | D | 0 | I | DriveTime Sales and Finance Company |
| Class A Common StockF1 | Nov 15, 2018 | C | 14,430 | $0.00 | A | 14,430 | I | DriveTime Sales and Finance Company |
| Class A Common StockF4 | Nov 15, 2018 | S | 14,430 | $45.3238 | D | 0 | I | DriveTime Sales and Finance Company |
| Class A Common StockF1 | Nov 15, 2018 | C | 10,923 | $0.00 | A | 10,923 | I | DriveTime Sales and Finance Company |
| Class A Common StockF4 | Nov 15, 2018 | S | 10,923 | $46.2675 | D | 0 | I | DriveTime Sales and Finance Company |
| Class A Common StockF1 | Nov 15, 2018 | C | 14,872 | $0.00 | A | 14,872 | I | DriveTime Sales and Finance Company |
| Class A Common StockF4 | Nov 15, 2018 | S | 14,872 | $47.6564 | D | 0 | I | DriveTime Sales and Finance Company |
| Class A Common StockF1 | Nov 15, 2018 | C | 5,423 | $0.00 | A | 5,423 | I | DriveTime Sales and Finance Company |
| Class A Common StockF4 | Nov 15, 2018 | S | 5,423 | $48.2439 | D | 0 | I | DriveTime Sales and Finance Company |
| Class B Common StockF8 | Nov 14, 2018 | J | 46,014 | $0.00 | D | 3,253,375 | I | DriveTime Sales and Finance Company |
| Class B Common StockF8 | Nov 15, 2018 | J | 45,648 | $0.00 | D | 3,207,727 | I | DriveTime Sales and Finance Company |
| Class A Common StockF5 | holding | — | — | — | 1,464,517 | I | Verde Investments, Inc. | |
| Class A Common StockF6 | holding | — | — | — | 85,466 | I | Ernest Irrevocable 2004 Trust III | |
| Class A Common StockF7 | holding | — | — | — | 100,000 | I | Ernest C. Garcia III Multi-Generational Trust III | |
| Class B Common Stock | holding | — | — | — | 52,937,458 | D | ||
| Class B Common StockF9 | holding | — | — | — | 11,952,000 | I | Ernest Irrevocable 2004 Trust III | |
| Class B Common StockF10 | holding | — | — | — | 11,952,000 | I | Ernest C. Garcia III Multi-Generational Trust III | |
| Class B Common StockF11 | 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 UnitsF1 | — | Nov 14, 2018 | C | 57,518 | D | — | — | Class A Common Stock | 46,014 | 4,066,711 | I |
| Class A UnitsF1 | — | Nov 15, 2018 | C | 57,060 | D | — | — | Class A Common Stock | 45,648 | 4,009,651 | I |
| Class A UnitsF12 | — | holding | — | — | — | — | — | Class A Common Stock | — | 66,171,823 | D |
| Class A UnitsF13 | — | holding | — | — | — | — | — | Class A Common Stock | — | 14,940,000 | I |
| Class A UnitsF14 | — | holding | — | — | — | — | — | Class A Common Stock | — | 14,940,000 | I |
| Class A UnitsF15 | — | 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 the Multi-Generational Trust.
- F11These Class B Shares are owned directly by ECG II SPE, LLC ("E-SPE"), an entity which Mr. Garcia wholly owns and controls.
- F12These Class A Units are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.
- F13These Class A Units are owned directly by the 2004 Trust and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.
- F14These 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.
- F15These 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 $45.00 to $45.98, inclusive (weighted average of $45.4258); $46.00 to $46.99, inclusive (weighted average of $46.3790); and $47.11 to $47.67, inclusive (weighted average of $47.2742), 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.
- F4The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $45.00 to $45.99, inclusive (weighted average of $45.3238); $46.00 to $46.99, inclusive (weighted average of $46.2675); $47.00 to $47.98, inclusive (weighted average of $47.6564); and $48.00 to $48.61, inclusive (weighted average of $48.2439), 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.
- F5These Class A Shares are owned directly by Verde Investments, Inc., an entity which Mr. Garcia wholly owns and controls.
- F6These 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.
- F7These 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.
- F8Reflects 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.
- F9These Class B Shares are owned directly by the 2004 Trust.