SEC Form 4 · accession 0001690820-18-000022
CARVANA CO. · CVNA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Ira J. Platt
Director
Period of report
Apr 30, 2018
Accepted (ET)
May 2, 2018 · 6:12 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 | Apr 30, 2018 | C | 55,000 | — | A | 55,000 | I | See Footnote |
| Class A Common StockF1,F3 | Apr 30, 2018 | S | 55,000 | $27.50 | D | 0 | I | See Footnote |
| Class B Common StockF2,F4,F5 | Apr 30, 2018 | J | 55,000 | — | D | 264,438 | I | See Footnote |
| Class A Common Stock | holding | — | — | — | 20,000 | D | ||
| Class A Common Stock | holding | — | — | — | 2,500 | I | Owned directly by Reporting Person's parents |
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,F2,F6 | $0.00 | Apr 30, 2018 | C | 68,750 | D | — | — | Class A Common Stock | 55,000 | 330,548 | I |
Explanation of responses
- F1On April 30, 2018, the Reporting Person exchanged 68,750 Class A common units of Carvana Group, LLC ("Class A Units") for 55,000 shares of Class A common stock, par value $0.001 per share, of the Issuer (the "Class A Common Stock") pursuant to an exchange agreement among the Issuer and certain common unit holders of Carvana Group, LLC, dated April 27, 2017 (the "Exchange Agreement"). The Reporting Person immediately sold the 55,000 shares of Class A Common Stock acquired upon conversion of the Class A Units in an underwritten public offering pursuant to the Issuer's Registration Statement on Form S-1 (File No. 333-224404).
- F2The Exchange Agreement permits holders of Class A Units to exchange their Class A Units for shares of Class A Common Stock at a rate of four shares of Class A Common Stock for every five Class A Units being exchanged, or at the Issuer's election, for cash equal to the value of a share of Class A Common Stock multiplied by 0.8 times the number of Class A Units being exchanged. Additionally, to the extent such holders of Class A Units also hold Class B Common Stock, par value $0.001 per share, of the Issuer (the "Class B Common Stock"), they are required to deliver to the Issuer a number of shares of Class B Common Stock equal to the number of shares of Class A Common Stock for which the Class A Units are being exchanged. The Class A Units have no expiration date.
- F3These shares of Class A Common Stock were issued to and sold by Georgiana Ventures, LLC upon exchange of the Class A Units, an entity controlled by the Reporting Person.
- F4These shares of Class B Common Stock were cancelled for no consideration upon the exchange of the Class A Units for shares of Class A Common Stock of the Issuer.
- F5These shares of Class B common stock are owned directly by GV Auto I, LLC ("GV Auto"), an entity in which the Reporting Person is a member, and represent the Reporting Person's pro rata membership interest in GV Auto.
- F6These Class A Units are owned directly by GV Auto, an entity in which the Reporting Person is a member, and represent the Reporting Person's pro rata membership interest in GV Auto.