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