Filing Details

The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

Names of Reporting Persons.

Ernest C. Garcia II

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

SEC Use Only

Source of Funds (See Instructions)

PF, AF

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

Citizenship or Place of Organization

United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

73,545,014 (1)

Shared Voting Power

11,834,021 (2)

Sole Dispositive Power

65,545,014 (3)

Shared Dispositive Power

19,834,021 (4)

Aggregate Amount Beneficially Owned by Each Reporting Person

85,379,035

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

Percent of Class Represented by Amount in Row (11)

57.4% (5)

Type of Reporting Person (See Instructions)

IN

This number includes the Class A Shares held by: (i) Mr. Garcia (52,937,458 shares on an as-converted basis), (ii) Verde Investments, Inc. (Verde) (555,556 shares), which Mr. Garcia wholly owns and controls, (iii) EGC II SPE, LLC (E-SPE) (8,000,000 shares on an as-converted basis), which Mr. Garcia wholly owns and controls, and (iv) the Ernest C. Garcia III Multi-Generational Trust III (the Multi-Generational Trust) (12,052,000 shares, including 11,952,000 shares on an as-converted basis), of which Mr. Garcia is the sole voting trustee and Ernie Garcia, III and his children are the sole beneficiaries.

This number reflects the Class A Shares held by the Ernest Irrevocable 2004 Trust III (the 2004 Trust) (11,834,021 shares on an as-converted basis), of which Mr. Garcia is a voting co-trustee and Mr. Garcias son, Ernie Garcia, III is the sole beneficiary.

This number includes the Class A Shares held by: (i) Mr. Garcia (52,937,458 shares on an as-converted basis), (ii) Verde Investments, Inc. (Verde) (555,556 shares), which Mr. Garcia wholly owns and controls, and (iii) the Multi-Generational Trust (12,052,000 shares, including 11,952,000 shares on an as-converted basis), of which Mr. Garcia is the sole voting trustee and Ernie Garcia, III and his children are the sole beneficiaries.

This number reflects the Class A Shares held by (i) the 2004 Trust (11,834,021 shares on an as-converted basis), of which Mr. Garcia is a voting co-trustee and Mr. Garcias son, Ernie Garcia, III is the sole beneficiary, and (ii) E-SPE (8,000,000 shares on an as-converted basis) which Mr. Garcia wholly owns and controls. As further described in Item 6, the shares owned by E-SPE have been pledged in connection with a margin loan and are subject to certain customary restrictions on disposition thereunder.

Based on 63,935,465 Class A Shares outstanding as of April 1, 2020, and assuming the conversion of all Class A common units of Carvana Group held by Mr. Garcia into Class A Shares, in accordance with Rule 13d-3 of the Act.

Names of Reporting Persons.

Verde Investments, Inc.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

SEC Use Only

Source of Funds (See Instructions)

WC

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

Citizenship or Place of Organization

Arizona

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

555,556 (1)

Shared Voting Power

0

Sole Dispositive Power

555,556 (1)

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

555,556 (1)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐

Percent of Class Represented by Amount in Row (11)

0.9% (2)

Type of Reporting Person (See Instructions)

CO

Beneficial ownership of the Class A Shares owned by Verde Investments, Inc. (Verde) is also attributable to Mr. Garcia as the sole shareholder and director of Verde, and thus is reported by more than one reporting person pursuant to Rule 13d-3 under the Act. Power is exercised through Mr. Garcia.

Based on 63,935,465 Class A Shares outstanding as of April 1, 2020, and determined in accordance with Rule 13d-3 under the Act.

Names of Reporting Persons.

EGC II SPE, LLC

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ☐        (b)  ☐

SEC Use Only

Source of Funds (See Instructions)

AF

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

Citizenship or Place of Organization

Arizona

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

8,000,000 (1)

Shared Voting Power

0

Sole Dispositive Power

0

Shared Dispositive Power

8,000,000 (2)

Aggregate Amount Beneficially Owned by Each Reporting Person

8,000,000 (1)

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐

Percent of Class Represented by Amount in Row (11)

11.1% (3)

Type of Reporting Person (See Instructions)

OO

Beneficial ownership of the Class A Shares owned by E-SPE is also attributable to Mr. Garcia, as the sole member of E-SPE, and thus is reported by more than one reporting person pursuant to Rule 13d-3 under the Act. Power is exercised through Mr. Garcia.

As further described in Item 6, the Class A Shares owned by E-SPE have been pledged in connection with a margin loan and are subject to certain customary restrictions on disposition thereunder.

Based on 63,935,465 Class A Shares outstanding as of April 1, 2020, and assuming the conversion of all Class A common units of Carvana Group owned by E-SPE into Class A Shares, in accordance with Rule 13d-3 of the Act.

Identity and Background

Interest in Securities of the Issuer

The reported purchase was made by Verde in a registered direct offering of Class A Shares by the Issuer. The Class A Shares were offered and sold by the Issuer pursuant to an automatically effective shelf registration statement on Form S-3, which was originally filed on May 20, 2019 (File No. 333-231606). The Issuer filed a final prospectus supplement with the Securities and Exchange Commission in connection with the sale of the Class A Shares on March 31, 2020 (File No. 333-231606).

Other persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, certain of the Class A Shares that are beneficially owned by the Reporting Persons. Specifically, but without limitation, Mr. Garcias son, Ernie Garcia, III, is a voting co-trustee of the 2004 Trust and shares dispositive power over the Class A Shares held by the 2004 Trust. He also is the sole beneficiary of the 2004 Trust. Though Ernie Garcia, III has no voting or dispositive power over the Class A Shares held by the Multi-Generational Trust, he and his children do have the right to receive distributions as determined solely by Mr. Garcia in respect of their status as beneficiaries of the Multi-Generational Trust.

Material to Be Filed as Exhibits