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. II

(Last)

(First)

(Middle)

1720 W. RIO SALADO PARKWAY, SUITE A

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/18/2019

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

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

	Form filed by One Reporting Person
X	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	04/18/2019		C		10,102	A	$0.00⁽¹⁾	10,102	I	DriveTime Sales and Finance Company
Class A Common Stock	04/18/2019		S⁽²⁾		10,102	D	$61.6167⁽³⁾	0	I	DriveTime Sales and Finance Company
Class A Common Stock	04/18/2019		C		20,677	A	$0.00⁽¹⁾	20,677	I	DriveTime Sales and Finance Company
Class A Common Stock	04/18/2019		S⁽²⁾		20,677	D	$62.897⁽³⁾	0	I	DriveTime Sales and Finance Company
Class A Common Stock	04/18/2019		C		100	A	$0.00⁽¹⁾	100	I	DriveTime Sales and Finance Company
Class A Common Stock	04/18/2019		S⁽²⁾		100	D	$63.22	0	I	DriveTime Sales and Finance Company
Class A Common Stock								1,464,517	I	Verde Investments, Inc.⁽⁴⁾
Class A Common Stock								13,691	I	Ernest Irrevocable 2004 Trust III⁽⁵⁾
Class A Common Stock								100,000	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁶⁾
Class B Common Stock	04/18/2019		J		30,879	D	$0.00	55,302⁽⁷⁾	I	DriveTime Sales and Finance Company⁽⁷⁾
Class B Common Stock								52,937,458	D
Class B Common Stock								11,952,000	I	Ernest Irrevocable 2004 Trust III⁽⁸⁾
Class B Common Stock								11,952,000	I	Ernest C. Garcia III Multi-Generational Trust III⁽⁹⁾
Class B Common Stock								8,000,000	I	ECG II SPE, LLC⁽¹⁰⁾

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)
Class A Units	⁽¹⁾	04/18/2019		C			38,599	⁽¹⁾	⁽¹⁾	Class A Common Stock	30,879	$0.00	69,128⁽¹⁾	I	DriveTime Sales and Finance Company
Class A Units	⁽¹¹⁾							⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	⁽¹¹⁾		66,171,823	D
Class A Units	⁽¹²⁾							⁽¹²⁾	⁽¹²⁾	Class A Common Stock	⁽¹²⁾		14,940,000	I	Ernest Irrevocable 2004 Trust III
Class A Units	⁽¹³⁾							⁽¹³⁾	⁽¹³⁾	Class A Common Stock	⁽¹³⁾		14,940,000	I	Ernest C. Garcia III Multi-Generational Trust III
Class A Units	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	⁽¹⁴⁾		10,000,000	I	ECG II SPE, LLC

1. Name and Address of Reporting Person^*

GARCIA ERNEST C. II

(Last)

(First)

(Middle)

1720 W. RIO SALADO PARKWAY, SUITE A

(Street)

TEMPE

85281

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

VERDE INVESTMENTS, INC.

(Last)

(First)

(Middle)

1720 W. RIO SALADO PARKWAY, SUITE A

(Street)

TEMPE

85281

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Reflects the conversion of Class A Common Units ("Class A Units") of Carvana Group, LLC ("Carvana Group") owned directly by DriveTime Sales and Finance Company, LLC ("DriveTime Sales") into shares of Class A Common Stock ("Class A Shares") of the Issuer pursuant to the Exchange Agreement, dated April 27, 2017, by and among the Issuer, Carvana Co. Sub LLC, Carvana Group and the members of Carvana Group (the "Exchange Agreement"). DriveTime Sales is a wholly owned subsidiary of DriveTime Automotive Group, Inc., of which Mr. Garcia is the chairman of the board of directors and the controlling stockholder. Column 9 in Table II reflects a correction of one Class A Unit due to rounding discrepancies on prior transactions.

2. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by DriveTime Sales on September 17, 2018.

3. The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $61.195 to $62.155, inclusive (weighted average of $61.6167); and $62.20 to $63.18, inclusive (weighted average of $62.8970), respectively. The reporting person undertakes to provide to the issuer or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

4. These Class A Shares are owned directly by Verde Investments, Inc., an entity which Mr. Garcia wholly owns and controls.

5. These Class A Shares are owned directly by the Ernest Irrevocable 2004 Trust III (the "2004 Trust"). Mr. Garcia has shared investment and dispository power over the 2004 Trust assets and Mr. Garcia's son, Ernie Garcia, III, is the sole beneficiary of the 2004 Trust.

6. These Class A Shares are owned directly by the Ernest C. Garcia III Multi-Generational Trust III (the "Multi-Generational Trust"). Mr. Garcia has sole investment and dispository power over the Multi-Generational Trust assets and Mr. Garcia's son, Ernie Garcia, III, together with Ernie Garcia, III's children, are the sole beneficiaries of the Multi-Generational Trust.

7. Reflects the cancellation for no consideration of Class B Common Stock of the Issuer ("Class B Shares") in connection with the conversion of Class A Units into Class A Shares. Following the reported transaction, the remaining Class B Shares are owned directly by DriveTime Sales. Column 5 reflects a correction of two Class B Shares due to rounding discrepancies on prior transactions.

8. These Class B Shares are owned directly by the 2004 Trust.

9. These Class B Shares are owned directly by the Multi-Generational Trust.

10. These Class B Shares are owned directly by ECG II SPE, LLC ("E-SPE"), an entity which Mr. Garcia wholly owns and controls.

11. These Class A Units are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.

12. These Class A Units are owned directly by the 2004 Trust and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.

13. These Class A Units are owned directly by the Multi-Generational Trust and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.

14. These Class A Units are owned directly by E-SPE and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.

Remarks:

	/s/ Ernest C. Garcia II	04/22/2019
	/s/ Ernest C. Garcia II, Verde Investments, Inc.	04/22/2019
	** Signature of Reporting Person	Date
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