SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* DDFS Partnership LP (Last) (First) (Middle) 2100 ROSS AVE SUITE 3300 (Street) DALLAS TX 75201 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/05/2017	3. Issuer Name and Ticker or Trading Symbol CARVANA CO. [ CVNA ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class A Convertible Preferred Stock	(1)	(1)	Class A Common Stock	5,077,559(1)	$19.69(1)	I	See Footnotes(2)(3)

1. Name and Address of Reporting Person* DDFS Partnership LP (Last) (First) (Middle) 2100 ROSS AVE SUITE 3300 (Street) DALLAS TX 75201 (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* DDFS Management Co LLC (Last) (First) (Middle) 2100 ROSS AVE SUITE 3300 (Street) DALLAS TX 75201 (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* Dundon Thomas G. (Last) (First) (Middle) 2100 ROSS AVE SUITE 3300 (Street) DALLAS TX 75201 (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. Twenty days after mailing of an information statement to shareholders of the Issuer in accordance with the requirements of the Securities Exchange Act of 1934, the Class A Convertible Preferred Stock, par value $0.01 per share of the Issuer ("Preferred Stock") will be convertible at the option of the holders at any time into shares of the Company's Class A Common Stock, par value $0.001 per share ("Common Stock") at an initial conversion rate of 50.78 shares of Common Stock for each share of Preferred Stock, which represents an initial conversion price of approximately $19.6945 per share of Common Stock, subject to adjustment. The conversion rate will be subject to customary anti-dilution and other adjustments. On or after December 5, 2018, the Company will have the option to cause all Preferred Shares to be converted into Common Stock subject to certain conditions.

2. Reflects securities directly held by DDFS Partnership LP, a Delaware limited partnership ("DDFS"). DDFS Management Company LLC, a Delaware limited liability company ("DMC"), is the sole general partner of DDFS and holds a 1% general interest in DDFS and Thomas G. Dundon directly holds 100% of the membership interests in DMC.

3. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.

	DDFS PARTNERSHIP LP by /s/ Thomas G. Dundon, President	12/18/2017
	DDFS MANAGEMENT COMPANY LLC by /s/ Thomas G. Dundon, President	12/18/2017
	/s/ Thomas G. Dundon, individually	12/18/2017
	** Signature of Reporting Person	Date
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