0001690820-23-000060.txt : 20230224 0001690820-23-000060.hdr.sgml : 20230224 20230224194604 ACCESSION NUMBER: 0001690820-23-000060 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230222 FILED AS OF DATE: 20230224 DATE AS OF CHANGE: 20230224 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GARCIA ERNEST C. III CENTRAL INDEX KEY: 0001700548 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38073 FILM NUMBER: 23669523 MAIL ADDRESS: STREET 1: 300 E RIO SALADO PKWY CITY: TEMPE STATE: AZ ZIP: 85281 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CARVANA CO. CENTRAL INDEX KEY: 0001690820 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] 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 wf-form4_167728593582796.xml FORM 4 X0306 4 2023-02-22 0 0001690820 CARVANA CO. CVNA 0001700548 GARCIA ERNEST C. III C/O CARVANA CO. 300 E. RIO SALADO PARKWAY TEMPE AZ 85281 1 1 1 0 Chief Executive Officer Class A Common Stock 2023-02-22 4 A 0 99549 0 A 872178 D Class A Common Stock 950000 I Ernest C. Garcia III Multi-Generational Trust III Class A Common Stock 850000 I Ernest Irrevocable 2004 Trust III 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 3664526 D Stock Options (Right to Buy) 10.07 2023-02-22 4 A 0 502619 0 A 2024-04-01 2033-02-22 Class A Common Stock 502619.0 502619 D Class A Units Class A Common Stock 11952000.0 14940000 I Ernest C. Garcia III Multi-Generational Trust III Class A Units Class A Common Stock 11834021.0 14792526 I Ernest Irrevocable 2004 Trust III Class A Units Class A Common Stock 3664526.0 4580658 D Represents shares of Class A Common Stock of Carvana Co. (the "Issuer") underlying restricted stock units acquired by the Reporting Person. The restricted stock units vest 25% on April 1, 2024 and monthly thereafter for the following three years, subject to the Reporting Person's continued service with the Issuer. The Reporting Person is the Co-Administrative Trustee and Co-Investment Trustee of the Ernest C. Garcia III Multi-Generational Trust III (the "Multi-Generational Trust") and therefore shares voting and dispositive power over the units and shares held directly by the Multi-Generational Trust. The reported securities are directly held by the Multi-Generational Trust, for which the Reporting Person was formally named Co-Trustee on February 1, 2022. Because this change in the Reporting Person's beneficial ownership did not involve a reportable transfer or other transaction with respect to the Issuer's securities, this filing is voluntarily being made now in order to incorporate securities held by the Multi-Generational Trust into his reported holdings. These shares of Class A Common Stock are held directly by the Multi-Generational Trust. These Class A Shares are held directly by the Ernest Irrevocable 2004 Trust III (the "Irrevocable Trust"). The Reporting Person is the Co-Administrative Trustee and Co-Investment Trustee of the Irrevocable Trust and therefore shares voting and dispositive power over the shares held directly by the Irrevocable Trust. These shares of Class A Common Stock are held directly by the Irrevocable Trust. These shares of Class B Common Stock are held directly by the Irrevocable Trust. These shares of Class B Common Stock are held directly by the Multi-Generational Trust. The non-qualified stock options representing the right to purchase for the exercise price Class A Common Stock of the Issuer vest 25% on April 1, 2024 and monthly thereafter for the following three years, subject to the Reporting Person's continued service with the Issuer. Pursuant to the Exchange Agreeement, dated April 27, 2017, by and among the Issuer, Carvana Co. Sub LLC, Carvana Group, LLC and the members of Carvana Group, LLC, the Class A Units are exchangeable for 0.8 shares of Class A Common Stock of the Issuer, together with an equivalent number of shares of Class B Common Stock of the Issuer. These Class A Units are held directly by the Multi-Generational Trust. These Class A Units are held directly by the Irrevocable Trust. /s/ Paul Breaux, by Power of Attorney for Ernest C. Garcia, III 2023-02-24