SEC Form 4 · accession 0001690820-18-000125
CARVANA CO. · CVNA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John T. McKeon
Officer — Controller
Period of report
Nov 9, 2018
Accepted (ET)
Nov 13, 2018 · 8:51 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 | 1,000 | — | A | 1,293 | D | |
| Class A Common StockF1 | Nov 9, 2018 | S | 1,000 | $50.00 | D | 293 | 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 | Nov 9, 2018 | C | 1,433 | D | — | — | Class A Common Stock | 1,000 | 18,567 | D |
Explanation of responses
- F1On November 9, 2018, the Reporting Person sold the 1,000 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 1,433 Class B common units of Carvana Group, LLC ("Class B Units") for 1,000 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.
- 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 10,000 Class B Units on December 30, 2015 with a participation threshold of $4.878; 2,000 of which vested on March 23, 2016 and 167 of which vest on the first of each month thereafter. The Reporting Person was also granted 10,000 Class B Units on January 29, 2016 with a participation threshold of $4.878; 2,000 of which vested on January 1, 2017 and 167 of which vest on the first of each month thereafter.