0000950170-24-107303.txt : 20240917
0000950170-24-107303.hdr.sgml : 20240917
20240917162352
ACCESSION NUMBER: 0000950170-24-107303
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240913
FILED AS OF DATE: 20240917
DATE AS OF CHANGE: 20240917
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: 241304733
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: 241304732
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
2024-09-13
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
2024-09-13
4
C
false
75000
A
75000
D
Class A Common Stock
2024-09-13
4
S
false
22930
140.9670
D
52070
D
Class A Common Stock
2024-09-13
4
S
false
21837
141.5923
D
30233
D
Class A Common Stock
2024-09-13
4
S
false
16183
142.8255
D
14050
D
Class A Common Stock
2024-09-13
4
S
false
14050
143.6740
D
0
D
Class A Common Stock
2024-09-16
4
C
false
100000
A
100000
D
Class A Common Stock
2024-09-16
4
S
false
1950
143.4862
D
98050
D
Class A Common Stock
2024-09-16
4
S
false
3659
144.6406
D
94391
D
Class A Common Stock
2024-09-16
4
S
false
1427
145.4932
D
92964
D
Class A Common Stock
2024-09-16
4
S
false
5522
147.2985
D
87442
D
Class A Common Stock
2024-09-16
4
S
false
4356
148.3267
D
83086
D
Class A Common Stock
2024-09-16
4
S
false
12541
149.4667
D
70545
D
Class A Common Stock
2024-09-16
4
S
false
34352
150.2929
D
36193
D
Class A Common Stock
2024-09-16
4
S
false
18512
151.5293
D
17681
D
Class A Common Stock
2024-09-16
4
S
false
14008
152.4269
D
3673
D
Class A Common Stock
2024-09-16
4
S
false
3673
153.1857
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
2024-09-13
4
J
false
75000
D
40358131
D
Class B Common Stock
2024-09-16
4
J
false
100000
D
40258131
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
2024-09-13
4
C
false
93750
0.00
D
Class A Common Stock
75000
50447663
D
Class A Units
2024-09-16
4
C
false
125000
0.00
D
Class A Common Stock
100000
50322663
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 $140.25 to $141.24, inclusive (weighted average of $140.967); $141.25 to $142.21, inclusive (weighted average of $141.5923); $142.28 to $143.27, inclusive (weighted average of $142.8255); and $143.28 to $144.26, inclusive (weighted average of $143.674), 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 $143.03-$143.92, inclusive (weighted average $143.4862); $144.24-$145.14, inclusive (weighted average $144.6406); $145.27-$145.57, inclusive (weighted average $145.4932); $146.80-$147.78, inclusive (weighted average $147.2985); $147.80-$148.72, inclusive (weighted average $148.3267); $148.88-$149.86, inclusive (weighted average $149.4667); $149.93-$150.87, inclusive (weighted average $150.2929); $150.96-$151.91, inclusive (weighted average $151.5293); $151.965-$152.94, inclusive (weighted average $152.4269); and $152.99-$153.43, inclusive (weighted average $153.1857), 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 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
2024-09-17
/s/ Ernest C. Garcia II, ECG II SPE, LLC
2024-09-17