SEC Form 4 · accession 0001690820-18-000057

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

Ernest C. Garcia III

Officer — Chief Executive Officer · Director · 10% Owner

Period of report

Jul 28, 2018

Accepted (ET)

Jul 31, 2018 · 4:26 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 Stock^F1	Jul 28, 2018	A	13,987	$0.00	A	197,320	D
Class B Common Stock	holding	—	—		—	3,664,526	D
Class B Common Stock^F2,F3	holding	—	—		—	11,952,000	I	See Footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Options (Right to Buy)^F4	$44.21	Jul 28, 2018	A	15,988	A	Apr 1, 2019	Jul 28, 2028	Class A Common Stock	15,988	15,988	D
Class A Units^F2	—	holding	—	—	—	—	—	Class A Common Stock	3,664,526	4,580,658	D
Class A Units^F5,F2	—	holding	—	—	—	—	—	Class A Common Stock	11,952,000	14,940,000	I

Explanation of responses

F1Represents shares of Class A Common Stock of Carvana Co. (the "Issuer") underlying restricted stock units acquired by the Reporting Person. The restricted stock units vest 25% on April 1, 2019 and monthly thereafter for the following three years, subject to the Reporting Person's continued service with the Issuer.
F2In the the reorganization of Carvana Group, LLC ("Carvana Group") and the creation of the Issuer as a public holding company for Carvana Group (the "Reorganization"), shares of the Class B common stock, par value $0.001 per share, of the Issuer (the "Class B Shares") were issued and sold at par value to members of Carvana Group holding Class A Common Units of Carvana Group (the "Class A Units") prior to the Reorganization. Four Class B shares were issued and sold for every five Class A Units owned by a member. Pursuant to an Exchange Agreeement, dated April 27, 2017, by and among the Issuer, Carvana Co. Sub LLC, Carvana Group and the members of Carvana Group, the Class A Units are exchangeable for 0.8 shares of Class A Common Stock of the Issuer, together with an equivalent number of shares of Class B Common Stock of the Issuer.
F3These Class B Shares are held directly by the Ernest Irrevocable 2004 Trust III (the "Trust"). The Reporting Person is the Co-Administrative Trustee and Co-Investment Trustee of the Trust and therefore shares voting and dispositive power over the shares held directly by the Trust. Pursuant to the terms of the Trust, the Reporting Person became the Co-Administrative Trustee and Co-Investment Trustee of the Trust on his 35th birthday, May 15, 2017, which was not a reportable event. Consequently, the Reporting Person is reporting beneficial ownership of the Class B Shares held directly by the Trust for the first time on this Form 4.
F4The non-qualified stock options representing the right to purchase for the exercise price Class A Common Stock of the Issuer vest 25% on April 1, 2019 and monthly thereafter for the following three years, subject to the Reporting Person's continued service with the Issuer.
F5These Class A Units are held directly by the Ernest Irrevocable 2004 Trust III (the "Trust"). The Reporting Person is the Co-Administrative Trustee and Co-Investment Trustee of the Trust and therefore shares voting and dispositive power over the corresponding Class B Shares held directly by the Trust. Pursuant to the terms of the Trust, the Reporting Person became the Co-Administrative Trustee and Co-Investment Trustee of the Trust on his 35th birthday, May 15, 2017, which was not a reportable event. Consequently, the Reporting Person is reporting beneficial ownership of the Class A Units held directly by the Trust for the first time on this Form 4.