SEC Form 4 · accession 0001690820-18-000124
CARVANA CO. · CVNA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ryan S. Keeton
Officer — Chief Brand Officer
Period of report
Nov 9, 2018
Accepted (ET)
Nov 13, 2018 · 8:50 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 | 10,000 | $0.00 | A | 27,660 | D | |
| Class A Common StockF1,F3 | Nov 9, 2018 | S | 10,000 | $50.06 | D | 17,660 | 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 | $0.00 | Nov 9, 2018 | C | 12,500 | D | — | — | Class A Common Stock | 10,000 | 381,250 | D |
Explanation of responses
- F1On November 9, 2018, the Reporting Person sold the 10,000 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 12,500 Class B common units of Carvana Group, LLC ("Class B Units") for 13,000 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 $50.35, inclusive; the price reported above reflects the volume weighted average sale price.
- F4The exchanged Class B Units have a participation threshold of $0.00. The Class B Units have no expiration date.
- F5The Reporting Person was granted 500,000 Class B common units ("Class B Units") of Carvana Group, LLC ("Carvana Group") on March 24, 2015 with a participation threshold of $0.00; 125,000 vested on the grant date and 8,333 vest on the first of each month thereafter.