SEC Form 4/A · accession 0001690820-18-000133
CARVANA CO. · CVNA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Ira J. Platt
Director
Period of report
Apr 30, 2018
Accepted (ET)
Dec 12, 2018 · 6:30 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 B Common StockF1,F2,F3,F4 | Apr 30, 2018 | J | 55,000 | $0.00 | D | 130,612 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class A UnitsF1,F5,F7,F8,F6 | $0.00 | Apr 30, 2018 | C | 68,750 | D | — | — | Class A Common Stock | 55,000 | 163,265 | I |
Explanation of responses
- F1Pursuant to an exchange agreement among the Issuer and certain common unit holders of Carvana Group, LLC, dated April 27, 2017 (the "Exchange Agreement"), holders of Class A common units of Carvana Group, LLC ("Class A Units") are permitted to exchange their Class A Units for shares of Class A common stock, par value $0.001 per share, of the Issuer (the "Class A Common Stock") at a rate of four shares of Class A Common Stock for every five Class A Units being exchanged, or at the Issuer's election, for cash equal to the value of a share of Class A Common Stock multiplied by 0.8 times the number of Class A Units being exchanged. Additionally, to the extent such holders of Class A Units also hold Class B common stock, par value $0.001 per share, of the Issuer (the "Class B Common Stock"), they are required to deliver to the Issuer a number of shares of Class B Common Stock equal to the number of shares of Class A Common Stock for which the Class A Units are being exchanged.
- F2These shares of Class B Common Stock were cancelled for no consideration upon the exchange of the Class A Units for shares of Class A Common Stock of the Issuer.
- F3The Form 4 filed by the Reporting Person on May 2, 2018 inadvertently overstated the number of shares of Class B Common Stock beneficially owned by the Reporting Person by 133,826 shares in Column 5 of Table I. This amendment is being filed to correct the number of shares reported in Column 5 of Table I.
- F4These shares of Class B Common Stock are owned directly by GV Auto I, LLC ("GV Auto"), an entity in which the Reporting Person is a member, and represent the Reporting Person's pro rata membership interest in GV Auto. The Reporting Person no longer has a reportable beneficial interest in any shares owned by his eldest son, which were included in the Reporting Person's prior ownership reports.
- F5On April 30, 2018, the Reporting Person exchanged 68,750 Class A Units for 55,000 shares of Class A Common Stock pursuant to the Exchange Agreement. The Reporting Person immediately sold the 55,000 shares of Class A Common Stock acquired upon conversion of the Class A Units in an underwritten public offering pursuant to the Issuer's Registration Statement on Form S-1 (File No. 333-224404).
- F6The Class A Units have no expiration date.
- F7The Form 4 filed by the Reporting Person on May 2, 2018 inadvertently overstated the number of shares of Class A Units beneficially owned by the Reporting Person by 167,283 units in Column 9 of Table II. This amendment is being filed to correct the number of units reported in Column 9 of Table II.
- F8These Class A Units are owned directly by GV Auto, an entity in which the Reporting Person is a member, and represent the Reporting Person's pro rata membership interest in GV Auto. The Reporting Person no longer has a reportable beneficial interest in any units owned by his eldest son, which were included in the Reporting Person's prior ownership reports.