SEC Form 4 · accession 0001690820-18-000120
CARVANA CO. · CVNA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul W. Breaux
Officer — See Remarks
Period of report
Nov 9, 2018
Accepted (ET)
Nov 13, 2018 · 8:48 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 StockF1,F2 | Nov 9, 2018 | C | 7,000 | — | A | 10,031 | D | |
| Class A Common StockF1,F3 | Nov 9, 2018 | S | 7,000 | $50.05 | D | 3,031 | 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,F4,F5 | $4.878 | Nov 9, 2018 | C | 10,031 | D | — | — | Class A Common Stock | 7,000 | 244,439 | D |
Explanation of responses
- F1On November 9, 2018, the Reporting Person sold the 7,000 shares of Class A common stock, par value $0.001 per share, of the Issuer (the "Class A Common Stock") pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 20, 2018. The Reporting Person acquired the Class A Common Stock on November 9, 2018 by exchanging 10,031 Class B common units of Carvana Group, LLC ("Class B Units") for 7,000 shares of 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").
- 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 less the Adjusted Participation Threshold (as each term is defined in the Exchange Agreement) multiplied by 0.8 times the number of Class B Units being exchanged, divided by the Class A Common Stock Value.
- F3This transaction was executed in multiple trades at prices ranging from $50.00 to $50.24, inclusive; the price reported above reflects the volume weighted average sale price.
- F4The exchanged Class B Units have a participation threshold of $4.878. The Class B Units have no expiration date.
- F5The 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
Vice President, General Counsel, & Security