SEC Form 4 · accession 0001209191-19-014240

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

Feb 26, 2019

Accepted (ET)

Feb 27, 2019 · 7:18 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	Feb 26, 2019	J	71,775	$0.00	D	13,691	I	Ernest Irrevocable 2004 Trust III
Class A Common Stock^F2	holding	—	—		—	1,464,517	I	Verde Investments, Inc.
Class A Common Stock^F3	holding	—	—		—	100,000	I	Ernest C. Garcia III Multi-Generational Trust III
Class B Common Stock^F4	holding	—	—		—	2,860,447	I	DriveTime Sales and Finance Company
Class B Common Stock	holding	—	—		—	52,937,458	D
Class B Common Stock^F5	holding	—	—		—	11,952,000	I	Ernest Irrevocable 2004 Trust III
Class B Common Stock^F6	holding	—	—		—	11,952,000	I	Ernest C. Garcia III Multi-Generational Trust III
Class B Common Stock^F7	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^F8	—	holding	—	—	—	—	—	Class A Common Stock	—	3,575,549	I
Class A Units^F9	—	holding	—	—	—	—	—	Class A Common Stock	—	66,171,823	D
Class A Units^F10	—	holding	—	—	—	—	—	Class A Common Stock	—	14,940,000	I
Class A Units^F11	—	holding	—	—	—	—	—	Class A Common Stock	—	14,940,000	I
Class A Units^F12	—	holding	—	—	—	—	—	Class A Common Stock	—	10,000,000	I

Explanation of responses

F1These shares of Class A Common Stock of the Issuer ("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. On February 26, 2019, the 2004 Trust distributed 71,775 shares of Class A Common Stock to its sole beneficiary.
F10These Class A Units are owned directly by the 2004 Trust and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.
F11These 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.
F12These Class A Units are owned directly by E-SPE and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.
F2These Class A Shares are owned directly by Verde Investments, Inc., an entity which Mr. Garcia wholly owns and controls.
F3These 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.
F4These shares of Class B Common Stock of the Issuer ("Class B Shares") are owned directly by DriveTime Sales and Finance Company, LLC ("DriveTime Sales"). 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.
F5These Class B Shares are owned directly by the 2004 Trust.
F6These Class B Shares are owned directly by the Multi-Generational Trust.
F7These Class B Shares are owned directly by ECG II SPE, LLC ("E-SPE"), an entity which Mr. Garcia wholly owns and controls.
F8These Class A Common Units ("Class A Units") of Carvana Group, LLC ("Carvana Group") are owned directly by DriveTime Sales and are exchangeable for 0.8 Class A Shares pursuant to an 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").
F9These Class A Units are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.