SEC FORM 4

SEC Form 4

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^*

GARCIA ERNEST C. III

(Last)

(First)

(Middle)

C/O CARVANA CO.

300 E. RIO SALADO PARKWAY

(Street)

TEMPE

85281

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CARVANA CO. [ CVNA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	02/22/2023		A		99,549⁽¹⁾	A	$0⁽¹⁾	872,178	D
Class A Common Stock								950,000	I	Ernest C. Garcia III Multi-Generational Trust III⁽²⁾⁽³⁾
Class A Common Stock								850,000	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾⁽⁵⁾
Class B Common Stock								11,834,021	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾⁽⁶⁾
Class B Common Stock								11,952,000	I	Ernest C. Garcia III Multi-Generational Trust III⁽²⁾⁽⁷⁾
Class B Common Stock								3,664,526	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to Buy)	$10.07	02/22/2023		A		502,619		04/01/2024⁽⁸⁾	02/22/2033	Class A Common Stock	502,619	$0	502,619	D
Class A Units	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Class A Common Stock	11,952,000⁽⁹⁾		14,940,000	I	Ernest C. Garcia III Multi-Generational Trust III⁽²⁾⁽¹⁰⁾
Class A Units	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Class A Common Stock	11,834,021⁽⁹⁾		14,792,526	I	Ernest Irrevocable 2004 Trust III⁽⁴⁾⁽¹¹⁾
Class A Units	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Class A Common Stock	3,664,526⁽⁹⁾		4,580,658	D

Explanation of Responses:

1. Represents shares of Class A Common Stock of Carvana Co. (the "Issuer") underlying restricted stock units acquired by the Reporting Person. The restricted stock units vest 25% on April 1, 2024 and monthly thereafter for the following three years, subject to the Reporting Person's continued service with the Issuer.

2. The Reporting Person is the Co-Administrative Trustee and Co-Investment Trustee of the Ernest C. Garcia III Multi-Generational Trust III (the "Multi-Generational Trust") and therefore shares voting and dispositive power over the units and shares held directly by the Multi-Generational Trust. The reported securities are directly held by the Multi-Generational Trust, for which the Reporting Person was formally named Co-Trustee on February 1, 2022. Because this change in the Reporting Person's beneficial ownership did not involve a reportable transfer or other transaction with respect to the Issuer's securities, this filing is voluntarily being made now in order to incorporate securities held by the Multi-Generational Trust into his reported holdings.

3. These shares of Class A Common Stock are held directly by the Multi-Generational Trust.

4. These Class A Shares are held directly by the Ernest Irrevocable 2004 Trust III (the "Irrevocable Trust"). The Reporting Person is the Co-Administrative Trustee and Co-Investment Trustee of the Irrevocable Trust and therefore shares voting and dispositive power over the shares held directly by the Irrevocable Trust.

5. These shares of Class A Common Stock are held directly by the Irrevocable Trust.

6. These shares of Class B Common Stock are held directly by the Irrevocable Trust.

7. These shares of Class B Common Stock are held directly by the Multi-Generational Trust.

8. The non-qualified stock options representing the right to purchase for the exercise price Class A Common Stock of the Issuer vest 25% on April 1, 2024 and monthly thereafter for the following three years, subject to the Reporting Person's continued service with the Issuer.

9. Pursuant to the Exchange Agreeement, dated April 27, 2017, by and among the Issuer, Carvana Co. Sub LLC, Carvana Group, LLC and the members of Carvana Group, LLC, the Class A Units are exchangeable for 0.8 shares of Class A Common Stock of the Issuer, together with an equivalent number of shares of Class B Common Stock of the Issuer.

10. These Class A Units are held directly by the Multi-Generational Trust.

11. These Class A Units are held directly by the Irrevocable Trust.

Remarks:

	/s/ Paul Breaux, by Power of Attorney for Ernest C. Garcia, III	02/24/2023
	** 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.
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