0001690820-24-000171.txt : 20240503 0001690820-24-000171.hdr.sgml : 20240503 20240503195506 ACCESSION NUMBER: 0001690820-24-000171 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240501 FILED AS OF DATE: 20240503 DATE AS OF CHANGE: 20240503 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BREAUX PAUL W. CENTRAL INDEX KEY: 0001700545 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38073 FILM NUMBER: 24915138 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] 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 wk-form4_1714780494.xml FORM 4 X0508 4 2024-05-01 0 0001690820 CARVANA CO. CVNA 0001700545 BREAUX PAUL W. C/O CARVANA CO. 300 E. RIO SALADO PKWY TEMPE AZ 85281 0 1 0 0 See Remarks 1 Class A Common Stock 2024-05-01 4 A 0 33390 0 A 143183 D Class A Common Stock 2024-05-02 4 S 0 300 112.14 D 142883 D Class A Common Stock 2024-05-02 4 S 0 2001 113.43 D 140882 D Class A Common Stock 2024-05-02 4 S 0 801 114.37 D 140081 D Class A Common Stock 2024-05-02 4 S 0 1400 115.41 D 138681 D Class A Common Stock 2024-05-02 4 S 0 1200 116.69 D 137481 D Class A Common Stock 2024-05-02 4 S 0 2139 117.84 D 135342 D Class A Common Stock 2024-05-02 4 S 0 1500 118.72 D 133842 D Class A Common Stock 2024-05-02 4 S 0 1459 119.95 D 132383 D Class A Common Stock 2024-05-02 4 S 0 600 120.99 D 131783 D Class A Common Stock 2024-05-03 4 C 0 28575 0 A 160358 D Class A Common Stock 2024-05-02 4 S 0 30000 120 D 130358 D Class A Common Stock 2024-05-03 4 C 0 15000 0 A 145358 D Class A Common Stock 2024-05-03 4 S 0 15000 123 D 130358 D Class B Units 4.878 2024-05-03 4 C 0 38250 4.878 D Class A Common Stock 28575 28977 D Class B Units 4.878 2024-05-03 4 C 0 20079 4.878 D Class A Common Stock 15000 8898 D Represents restricted stock units ("RSUs") granted on February 22, 2023 under the Reporting Person's Performance Restricted Stock Unit Award Agreement between Carvana Co. and the Reporting Person, dated February 22, 2023 ("2023 PRSU Agreement"). The performance condition in the 2023 PRSU Agreement has been met, and all RSUs vested on May 1, 2024. Represents total number of shares of Class A Common Stock of the Issuer sold to pay required taxes upon vesting of restricted stock units pursuant to various awards. This transaction was executed in multiple trades at prices ranging from $ 111.83 to $112.30, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price. This transaction was executed in multiple trades at prices ranging from $ 112.86 to $113.81, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price. This transaction was executed in multiple trades at prices ranging from $ 113.88 to $114.69, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price. This transaction was executed in multiple trades at prices ranging from $ 115.13 to $116.05, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price. This transaction was executed in multiple trades at prices ranging from $ 116.29 to $117.12, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price. This transaction was executed in multiple trades at prices ranging from $ 117.37 to $118.23 inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price. This transaction was executed in multiple trades at prices ranging from $ 118.39 to $119.14, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price. This transaction was executed in multiple trades at prices ranging from $ 119.58 to $120.27, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price. This transaction was executed in multiple trades at prices ranging from $ 120.59 to $121.50, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price. The reported conversions and sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 9, 2023 (the "10b5-1 Plan"). Pursuant to an exchange agreement among the Issuer and certain common unit holders of Carvana Group, LLC, dated April 27, 2017 (the "Exchange Agreement"), holders of Class B Units may exchange their Class B Units for a number of shares of the Issuer's Class A Common Stock equal to the Class A Common Stock Value less the Adjusted Participation Threshold (as each term is defined in the Exchange Agreement) multiplied by 0.8 times the number of Class B Units being exchanged, divided by the Class A Common Stock Value. The Reporting Person was granted 250,000 Class B Units on December 30, 2015 with a participation threshold of $4.878; 50,000 of which vested on August 3, 2016 and 4,167 of which vested on the first of each month beginning September 1, 2016. The Reporting Person was also granted 12,500 Class B Units on January 29, 2016 with a participation threshold of $4.878; 2,500 of which vested on August 3, 2016 and 209 of which vested on the first of each month beginning September 1, 2016. The Class B Units have no expiration date. Vice President, General Counsel, & Secretary /s/ Paul Breaux 2024-05-03