0000919574-18-003201.txt : 20180427 0000919574-18-003201.hdr.sgml : 20180427 20180427165319 ACCESSION NUMBER: 0000919574-18-003201 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20180425 FILED AS OF DATE: 20180427 DATE AS OF CHANGE: 20180427 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stein Benjamin Forester CENTRAL INDEX KEY: 0001679335 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38073 FILM NUMBER: 18785143 MAIL ADDRESS: STREET 1: 435 HUDSON STREET STREET 2: SUITE 804 CITY: NEW YORK STATE: NY ZIP: 10014 FORMER NAME: FORMER CONFORMED NAME: Stein Ben Forester DATE OF NAME CHANGE: 20160711 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sternberg Zachary CENTRAL INDEX KEY: 0001679333 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38073 FILM NUMBER: 18785144 MAIL ADDRESS: STREET 1: 435 HUDSON STREET STREET 2: SUITE 804 CITY: NEW YORK STATE: NY ZIP: 10014 FORMER NAME: FORMER CONFORMED NAME: Sternberg Zach DATE OF NAME CHANGE: 20160711 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SPRUCE HOUSE PARTNERSHIP LP CENTRAL INDEX KEY: 0001389653 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38073 FILM NUMBER: 18785147 BUSINESS ADDRESS: STREET 1: 435 HUDSON STREET STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 646-442-6724 MAIL ADDRESS: STREET 1: 435 HUDSON STREET STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 FORMER NAME: FORMER CONFORMED NAME: SPRUCE HOUSE PARTNERS LP DATE OF NAME CHANGE: 20101227 FORMER NAME: FORMER CONFORMED NAME: SPRUCE HOUSE PARTNERSHIP LP DATE OF NAME CHANGE: 20101115 FORMER NAME: FORMER CONFORMED NAME: SPRUCE HOUSE PARTNERSHIP, LP DATE OF NAME CHANGE: 20101103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Spruce House Capital LLC CENTRAL INDEX KEY: 0001472167 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38073 FILM NUMBER: 18785145 BUSINESS ADDRESS: STREET 1: 435 HUDSON STREET STREET 2: SUITE 804 CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 646-442-6727 MAIL ADDRESS: STREET 1: 435 HUDSON STREET STREET 2: SUITE 804 CITY: NEW YORK STATE: NY ZIP: 10014 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SPRUCE HOUSE INVESTMENT MANAGEMENT LLC CENTRAL INDEX KEY: 0001543170 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38073 FILM NUMBER: 18785146 BUSINESS ADDRESS: STREET 1: 435 HUDSON STREET STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 646-442-6727 MAIL ADDRESS: STREET 1: 435 HUDSON STREET STREET 2: 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CARVANA CO. CENTRAL INDEX KEY: 0001690820 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 814549921 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1930 W. RIO SALADO PARKWAY CITY: TEMPE STATE: AZ ZIP: 85281 BUSINESS PHONE: (602) 852-6604 MAIL ADDRESS: STREET 1: 1930 W. RIO SALADO PARKWAY CITY: TEMPE STATE: AZ ZIP: 85281 3 1 p7878203.xml SPRUCE HOUSE/CVNA X0206 3 2018-04-25 0 0001690820 CARVANA CO. CVNA 0001389653 SPRUCE HOUSE PARTNERSHIP LP C/O SPRUCE HOUSE CAPITAL LLC 435 HUDSON STREET, 8TH FLOOR NEW YORK NY 10014 0 0 1 0 0001543170 SPRUCE HOUSE INVESTMENT MANAGEMENT LLC 435 HUDSON STREET, 8TH FLOOR NEW YORK NY 10014 0 0 1 0 0001472167 Spruce House Capital LLC 435 HUDSON STREET, 8TH FLOOR NEW YORK NY 10014 0 0 1 0 0001679333 Sternberg Zachary SPRUCE HOUSE INVESTMENT MANAGEMENT LLC 435 HUDSON STREET, 8TH FLOOR NEW YORK NY 10014 0 0 1 0 0001679335 Stein Benjamin Forester SPRUCE HOUSE INVESTMENT MANAGEMENT LLC 435 HUDSON STREET, 8TH FLOOR NEW YORK NY 10014 0 0 1 0 Class A Common Stock, Par Value $0.001 Per Share 4870000 D Class A Common Stock, Par Value $0.001 Per Share 50000 D Class A Common Stock, Par Value $0.001 Per Share 50000 D The reported securities are held in the account of The Spruce House Partnership LP (the "Fund"), a private investment fund managed by Spruce House Investment Management LLC (the "Investment Manager"), and may be deemed to be beneficially owned by the Investment Manager, the general partner of the Fund, Spruce House Capital LLC (the "General Partner"), and by Zachary Sternberg and Benjamin Stein, managing members of the Investment Manager and the General Partner (the "Managing Members"). Each of the Fund, the Investment Manager, the General Partner and the Managing Members (collectively, the "Reporting Persons") disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and affirmatively disclaim being a "group" for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. The reported securities are directly owned by Zachary Sternberg. The reported securities are directly owned by Benjamin Stein. THE SPRUCE HOUSE PARTNERSHIP LP, By: /s/ David Walker, Chief Compliance Officer 2018-04-27 SPRUCE HOUSE INVESTMENT MANAGEMENT LLC, By: /s/ David Walker, Chief Compliance Officer 2018-04-27 SPRUCE HOUSE CAPITAL LLC, By: /s/ David Walker, Chief Compliance Officer 2018-04-27 ZACHARY STERNBERG, By: /s/ David Walker (Attorney-in-fact) 2018-04-27 BENJAMIN STEIN, By: /s/ David Walker (Attorney-in-fact) 2018-04-27 EX-99 2 poasternberg.txt SPRUCE HOUSE/CVNA LIMITED POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints David Walker, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him, for the sole purpose of signing on his behalf any and all Regulatory Filings under the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940 and any amendments and supplements thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to accomplish the above, as fully as to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, and may lawfully do or cause to be done by virtue hereof. This Power of Attorney shall continue effective until revoked by me at any time. Dated this 7th day of March, 2017. By: /s/ Zachary Sternberg __________________________________ Zachart Sternberg EX-99 3 poastein.txt SPRUCE HOUSE/CVNA LIMITED POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and appoints David Walker, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him, for the sole purpose of signing on his behalf any and all Regulatory Filings under the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940 and any amendments and supplements thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to accomplish the above, as fully as to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, and may lawfully do or cause to be done by virtue hereof. This Power of Attorney shall continue effective until revoked by me at any time. Dated this 7th day of March, 2017. By: /s/ Benjamin Stein _______________________ Benjamin Stein