SEC Form 4 · accession 0001690820-18-000024
CARVANA CO. · CVNA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Daniel J. Gill
Officer — Chief Product Officer
Period of report
Apr 30, 2018
Accepted (ET)
May 2, 2018 · 6:13 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 | Apr 30, 2018 | C | 110,000 | — | A | 110,000 | D | |
| Class A Common StockF1 | Apr 30, 2018 | S | 110,000 | $27.50 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B UnitsF3,F4 | $0.00 | Apr 30, 2018 | C | 137,500 | D | — | — | Class A Common Stock | 110,000 | 662,500 | D |
Explanation of responses
- F1On April 30, 2018, the Reporting Person exchanged 137,500 Class B common units of Carvana Group, LLC ("Class B Units") for 110,000 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 110,000 shares of Class A Common Stock acquired upon conversion of the Class B 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 B Units to exchange their Class B Units for a number of shares of the Issuer's Class A Common Stock equal to the Class A Common Stock Value (as defined in the Exchange Agreement) less the applicable participation threshold multiplied by 0.8 times the number of Class B Units being exchanged, divided by the Class A Common Stock Value.
- F3The exchanged Class B Units have a participation threshold of $0.00. The Class B Units have no expiration date.
- F4The Reporting Person was granted 800,000 Class B Units on March 24, 2015 with a participation threshold of $0.00; 160,000 of which vested on March 1, 2016 and 13,334 of which vest on the first of each month beginning April 1, 2016.