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) 05/10/2019 | ||||||||||||||||||||||||||
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 | 05/10/2019 | C | 29,539(1) | A | $0.00 | 43,230 | I | Ernest Irrevocable 2004 Trust III | ||
Class A Common Stock | 05/10/2019 | J | 43,230(2) | D | $0.00 | 0 | I | Ernest Irrevocable 2004 Trust III | ||
Class A Common Stock | 1,464,517 | I | Verde Investments, Inc.(3) | |||||||
Class A Common Stock | 100,000 | I | Ernest C. Garcia III Multi-Generational Trust III(4) | |||||||
Class B Common Stock | 52,937,458 | D | ||||||||
Class B Common Stock | 05/10/2019 | J | 29,539 | D | $0.00 | 11,922,461 | I | Ernest Irrevocable 2004 Trust III(5) | ||
Class B Common Stock | 11,952,000 | I | Ernest C. Garcia III Multi-Generational Trust III(6) | |||||||
Class B Common Stock | 8,000,000 | I | ECG II SPE, LLC(7) |
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 | ||||||||
Class A Units | (1) | 05/10/2019 | C | 36,924 | (1) | (1) | Class A Common Stock | 29,539 | $0.00 | 14,903,076 | I | Ernest Irrevocable 2004 Trust III | |||
Class A Units | (8) | (8) | (8) | Class A Common Stock | (8) | 66,171,823 | D | ||||||||
Class A Units | (9) | (9) | (9) | Class A Common Stock | (9) | 14,940,000 | I | Ernest C. Garcia III Multi-Generational Trust III | |||||||
Class A Units | (10) | (10) | (10) | Class A Common Stock | (10) | 10,000,000 | I | ECG II SPE, LLC |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Reflects the conversion of Class A Common Units ("Class A Units") of Carvana Group, LLC ("Carvana Group") owned directly by the Ernest Irrevocable 2004 Trust III (the "2004 Trust") 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"). Mr. Garcia has shared investment and dispository power of the 2004 Trust assets and Mr. Garcia's son, Ernie Garcia, III, is the sole beneficiary of the 2004 Trust. |
2. These Class A Shares are owned directly by the 2004 Trust. On May 10, 2019, the 2004 Trust distributed 43,230 shares of Class A Common Stock to its sole beneficiary. |
3. These Class A Shares are owned directly by Verde Investments, Inc., an entity which Mr. Garcia wholly owns and controls. |
4. 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. |
5. 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 the 2004 Trust. |
6. These Class B Shares are owned directly by the Multi-Generational Trust. |
7. These Class B Shares are owned directly by ECG II SPE, LLC ("E-SPE"), an entity which Mr. Garcia wholly owns and controls. |
8. These Class A Units are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement. |
9. 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. |
10. 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: |
Ernest C. Garcia II | 05/14/2019 | |
Ernest C. Garcia II, Verde Investments, Inc. | 05/14/2019 | |
** 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. |