0000950170-24-104837.txt : 20240909 0000950170-24-104837.hdr.sgml : 20240909 20240909175650 ACCESSION NUMBER: 0000950170-24-104837 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240905 FILED AS OF DATE: 20240909 DATE AS OF CHANGE: 20240909 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GARCIA ERNEST C. II CENTRAL INDEX KEY: 0001017608 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38073 FILM NUMBER: 241288234 MAIL ADDRESS: STREET 1: 5430 LYNDON B. JOHNSON FWY, TOWER 3 STREET 2: SUITE 1250 CITY: DALLAS STATE: TX ZIP: 75240 FORMER NAME: FORMER CONFORMED NAME: GARCIA ERNEST C II DATE OF NAME CHANGE: 19960626 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ECG II SPE, LLC CENTRAL INDEX KEY: 0001754720 ORGANIZATION NAME: STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38073 FILM NUMBER: 241288233 BUSINESS ADDRESS: STREET 1: 5430 LYNDON B. JOHNSON FWY, TOWER 3 STREET 2: SUITE 1250 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 469.564.4800 MAIL ADDRESS: STREET 1: 5430 LYNDON B. JOHNSON FWY, TOWER 3 STREET 2: SUITE 1250 CITY: DALLAS STATE: TX ZIP: 75240 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CARVANA CO. CENTRAL INDEX KEY: 0001690820 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 814549921 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 300 E. RIO SALADO PARKWAY CITY: TEMPE STATE: AZ ZIP: 85281 BUSINESS PHONE: (480) 719-8809 MAIL ADDRESS: STREET 1: 300 E. RIO SALADO PARKWAY CITY: TEMPE STATE: AZ ZIP: 85281 4 1 ownership.xml 4 X0508 4 2024-09-05 0001690820 CARVANA CO. CVNA 0001017608 GARCIA ERNEST C. II 5430 LYNDON B. JOHNSON FWY, TOWER 3 SUITE 1250 DALLAS TX 75240 false false true false 0001754720 ECG II SPE, LLC 5430 LYNDON B. JOHNSON FWY, TOWER 3 SUITE 1250 DALLAS TX 75240 false false true false true Class A Common Stock 2024-09-05 4 C false 75000 A 75000 D Class A Common Stock 2024-09-05 4 S false 18115 139.9075 D 56885 D Class A Common Stock 2024-09-05 4 S false 21975 140.6273 D 34910 D Class A Common Stock 2024-09-05 4 S false 7633 141.5756 D 27277 D Class A Common Stock 2024-09-05 4 S false 2545 142.7087 D 24732 D Class A Common Stock 2024-09-05 4 S false 19490 143.8038 D 5242 D Class A Common Stock 2024-09-05 4 S false 5242 144.5881 D 0 D Class A Common Stock 2024-09-06 4 C false 75000 A 75000 D Class A Common Stock 2024-09-06 4 S false 2076 132.7898 D 72924 D Class A Common Stock 2024-09-06 4 S false 6325 133.5984 D 66599 D Class A Common Stock 2024-09-06 4 S false 12208 134.9168 D 54391 D Class A Common Stock 2024-09-06 4 S false 18235 135.8045 D 36156 D Class A Common Stock 2024-09-06 4 S false 9500 136.9286 D 26656 D Class A Common Stock 2024-09-06 4 S false 3800 137.8686 D 22856 D Class A Common Stock 2024-09-06 4 S false 3128 139.0744 D 19728 D Class A Common Stock 2024-09-06 4 S false 8726 140.0921 D 11002 D Class A Common Stock 2024-09-06 4 S false 7224 141.0732 D 3778 D Class A Common Stock 2024-09-06 4 S false 3578 142.1187 D 200 D Class A Common Stock 2024-09-06 4 S false 200 142.7225 D 0 D Class A Common Stock 850000 I Ernest Irrevocable 2004 Trust III Class A Common Stock 950000 I Ernest C. Garcia III Multi-Generational Trust III Class B Common Stock 2024-09-05 4 J false 75000 D 40808131 D Class B Common Stock 2024-09-06 4 J false 75000 D 40733131 D Class B Common Stock 11834021 I Ernest Irrevocable 2004 Trust III Class B Common Stock 11952000 I Ernest C. Garcia III Multi-Generational Trust III Class B Common Stock 8000000 I ECG II SPE, LLC Class A Units 2024-09-05 4 C false 93750 0.00 D Class A Common Stock 75000 51010163 D Class A Units 2024-09-06 4 C false 93750 0.00 D Class A Common Stock 75000 50916413 D Class A Units Class A Common Stock 14792526 14792526 I Ernest Irrevocable 2004 Trust III Class A Units Class A Common Stock 14940000 14940000 I Ernest C. Garcia III Multi-Generational Trust III Class A Units Class A Common Stock 10000000 10000000 I ECG II SPE, LLC Reflects the conversion of Class A Common Units ("Class A Units") of Carvana Group, LLC ("Carvana Group") owned directly by Ernest C. Garcia II into 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"). The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Ernest C. Garcia II and Elizabeth Joanne Garcia on March 11, 2024. The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $139.2046 to $140.2036, inclusive (weighted average of $139.9075); $140.21 to $141.20, inclusive (weighted average of $140.6273); $141.22 to $142.21, inclusive (weighted average of $141.5756); $142.22 to $143.216, inclusive (weighted average of $142.7087); $143.225 to $144.22, inclusive (weighted average of $143.8038); and $144.26 to $145.15, inclusive (weighted average of $144.5881), 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. Prices reported in Column 4 are weighted average prices. Shares were sold in multiple transactions at prices ranging from $132.23-$133.07, inclusive (weighted average $132.7898); $133.29-$134.23, inclusive (weighted average $133.5984); $134.36-$135.325, inclusive (weighted average $134.9168); $135.37-$136.32, inclusive (weighted average $135.8045); $136.38-$137.33, inclusive (weighted average $136.9286); $137.485-$138.47, inclusive (weighted average $137.8686); $138.62-$139.47, inclusive (weighted average $139.0744); $139.62-$140.61, inclusive (weighted average $140.0921); $140.625-$141.62, inclusive (weighted average $141.0732); $141.63-$142.625, inclusive (weighted average $142.1187); and $142.70-$142.745, inclusive (weighted average $142.7225), respectively. Reporting person undertakes to provide to issuer or 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. These Class A Shares are owned directly by the Ernest Irrevocable 2004 Trust III (the "2004 Trust"). Mr. Garcia may have shared voting and dispositive power with respect to the Class A Common Stock ("Class A Shares") held by the 2004 Trust. Mr. Garcia is a non-voting co-trustee with respect to the 2004 Trust and Mr. Garcia's son, Ernie Garcia III, is the sole beneficiary. These Class A Shares are owned directly by the Ernest C. Garcia III Multi-Generational Trust III (the "Multi-Generational Trust"). Mr. Garcia may have shared voting and dispositive power with respect to the Class A Shares held by the Multi-Generational Trust. Mr. Garcia is a non-voting co-trustee with respect to the Multi-Generational Trust, and Ernie Garcia III and his children are the sole beneficiaries. 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 Ernest C. Garcia II. These Class B Shares are owned directly by the 2004 Trust. These Class B Shares are owned directly by the Multi-Generational Trust. These Class B Shares are owned directly by ECG II SPE, LLC ("E-SPE"), an entity which Mr. Garcia wholly owns and controls. 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. 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. These Class A Units are owned directly by E-SPE and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement. /s/ Ernest C. Garcia II 2024-09-09 /s/ Ernest C. Garcia II, ECG II SPE, LLC 2024-09-09