SEC Form 4 · accession 0001690820-18-000025
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
Paul W. Breaux
Officer — See Remarks
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 | 5,000 | — | A | 5,000 | D | |
| Class A Common StockF1 | Apr 30, 2018 | S | 5,000 | $27.50 | D | 0 | D | |
| Class A Common Stock | Apr 30, 2018 | M | 8,030 | $4.878 | A | 8,030 | 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 UnitsF1,F2,F3,F4 | $4.878 | Apr 30, 2018 | C | 8,030 | D | — | — | Class A Common Stock | 5,000 | 254,470 | D |
Explanation of responses
- F1On April 30, 2018, the Reporting Person exchanged 8,030 Class B common units of Carvana Group, LLC ("Class B Units") for 5,000 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 5,000 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 $4.878. The Class B Units have no expiration date.
- F4The Reporting Person was granted 250,000 Class B Units on December 30, 2015 with a participation threshold of $4.878; 50,000 of which vested on August 3, 2016 and 4,167 of which vest on the first of each month beginning September 1, 2016. The Reporting Person was also granted 12,500 Class B Units on January 29, 2016 with a participation threshold of $4.878; 2,500 of which vested on August 3, 2016 and 209 of which vest on the first of each month beginning September 1, 2016.
Remarks
VP, General Counsel and Secretary