| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CARVANA CO. [ CVNA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/30/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 10/30/2024 | A | 19,879(1) | A | $0 | 303,166 | D | |||
| Class A Common Stock | 10/30/2024 | F | 9,857(2) | D | $207.31 | 293,309 | D | |||
| Class A Common Stock | 10/31/2024 | S | 6,000(3) | D | $240 | 287,309 | D | |||
| Class A Common Stock | 11/01/2024 | F | 1,042(4) | D | $229.08 | 286,267 | D | |||
| Class A Common Stock | 11/01/2024 | S | 1,200(3) | D | $235.9(5) | 285,067 | D | |||
| Class A Common Stock | 11/01/2024 | S | 2,227(3) | D | $237.13(6) | 282,840 | D | |||
| Class A Common Stock | 11/01/2024 | S | 6,986(3) | D | $237.87(7) | 275,854 | D | |||
| Class A Common Stock | 11/01/2024 | S | 4,565(3) | D | $238.92(8) | 271,289 | D | |||
| Class A Common Stock | 11/01/2024 | S | 5,319(3) | D | $240.1(9) | 265,970 | D | |||
| Class A Common Stock | 11/01/2024 | S | 7,987(3) | D | $240.94(10) | 257,983 | D | |||
| Class A Common Stock | 11/01/2024 | S | 4,808(3) | D | $242(11) | 253,175 | D | |||
| Class A Common Stock | 11/01/2024 | S | 3,200(3) | D | $243(12) | 249,975 | D | |||
| Class A Common Stock | 11/01/2024 | S | 1,808(3) | D | $244.51(13) | 248,167 | D | |||
| Class A Common Stock | 11/01/2024 | S | 900(3) | D | $247.31 | 247,267 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. Represents restricted stock units ("RSUs") granted on January 24, 2024 under the Reporting Person's Performance Restricted Stock Unit Award Agreement between Carvana Co. and the Reporting Person, dated January 24, 2024. The performance condition for the RSUs reported herein has been met, and all RSUs reported herein vested on October 30, 2024 |
| 2. Represents shares of Class A Common Stock of the Issuer withheld for taxes upon vesting of RSUs under the Performance Restricted Stock Unit Award Agreement. |
| 3. The reported sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 14, 2023. |
| 4. Represents total number of shares of Class A Common Stock of the Issuer withheld for taxes upon vesting of restricted stock units pursuant to various awards. |
| 5. This transaction was executed in multiple trades at prices ranging from $ 235.45 to $236.15 inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price. |
| 6. This transaction was executed in multiple trades at prices ranging from $ 236.50 to $237.48, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price. |
| 7. This transaction was executed in multiple trades at prices ranging from $ 237.50 to $238.48, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price. |
| 8. This transaction was executed in multiple trades at prices ranging from $ 238.50 to $239.45, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price. |
| 9. This transaction was executed in multiple trades at prices ranging from $ 239.52 to $240.50, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price. |
| 10. This transaction was executed in multiple trades at prices ranging from $ 240.53 to $241.52, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price. |
| 11. This transaction was executed in multiple trades at prices ranging from $ 241.53 to $242.50, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price. |
| 12. This transaction was executed in multiple trades at prices ranging from $ 242.58 to $243.56, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price. |
| 13. This transaction was executed in multiple trades at prices ranging from $ 244.04 to $244.92, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price. |
| Remarks: |
| /s/ Paul Breaux, by Power of Attorney for Daniel J. Gill | 11/01/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||