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

74,453,975 (1)

Shared Voting Power

15,878,263 (2)

Sole Dispositive Power

66,453,975 (3)

Shared Dispositive Power

23,878,263 (4)

Aggregate Amount Beneficially Owned by Each Reporting Person

90,332,238

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

☐

Percent of Class Represented by Amount in Row (11)

73.5% (5)

Type of Reporting Person (See Instructions)

IN

All share numbers on these cover pages are presented as shares of Class A common stock, par value $0.001 per share (the Class A Shares) of Carvana Co., a Delaware corporation (the Issuer), on an as-converted basis from Class A common units (Class A Units) of Carvana Group, LLC, a Delaware limited liability company (Carvana Group) and subsidiary of the Issuer, as further described herein.

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) (1,464,517 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 (i) the Ernest Irrevocable 2004 Trust III (the 2004 Trust) (12,052,000 shares, including 11,952,000 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) DriveTime Sales and Finance Company, LLC (DriveTime Sales) (3,826,263 shares on an as-converted basis), a wholly owned subsidiary of DriveTime Automotive Group, Inc. (DriveTime), of which Mr. Garcia is the chairman of the board of directors and the controlling stockholder.

This number includes the Class A Shares held by: (i) Mr. Garcia (52,937,458 shares on an as-converted basis), (ii) Verde (1,464,517 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 (12,052,000 shares, including 11,952,000 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, (ii) DriveTime Sales (3,826,263 shares on an as-converted basis), a wholly owned subsidiary of DriveTime, of which Mr. Garcia is the chairman of the board of directors and the controlling stockholder, and (iii) 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 34,256,765 Class A Shares outstanding as of August 3, 2018, 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

1,464,517 (1)

Shared Voting Power

0

Sole Dispositive Power

1,464,517 (1)

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

1,464,517 (1)

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

☐

Percent of Class Represented by Amount in Row (11)

4.3% (2)

Type of Reporting Person (See Instructions)

CO

All share numbers on these cover pages presented as Class A Shares on an as-converted basis from Class A common units of Carvana Group, as further described herein.

Beneficial ownership of the Class A Shares owned by 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 34,256,765 Class A Shares outstanding as of August 3, 2018 and determined in accordance with Rule 13d-3 under the Act.

Names of Reporting Persons.

DriveTime Sales and Finance Company, LLC

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

0

Shared Voting Power

3,826,263 (1)

Sole Dispositive Power

0

Shared Dispositive Power

3,826,263 (1)

Aggregate Amount Beneficially Owned by Each Reporting Person

3,826,263 (1)

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

☐

Percent of Class Represented by Amount in Row (11)

10.0% (2)

Type of Reporting Person (See Instructions)

OO

All share numbers on these cover pages presented as Class A Shares on an as-converted basis from Class A common units of Carvana Group, as further described herein.

Mr. Garcia is the chairman of the board of directors and the controlling stockholder of DriveTime, of which DriveTime Sales is a wholly owned subsidiary.

Based on 34,256,765 Class A Shares outstanding as of August 3, 2018 and assuming the conversion of all Class A common units of Carvana Group held by DriveTime Sales into Class A Shares, in accordance with Rule 13d-3 of 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)

18.9% (3)

Type of Reporting Person (See Instructions)

OO

All share numbers on these cover pages presented as Class A Shares on an as-converted basis from Class A common units of Carvana Group, as further described herein.

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 34,256,765 Class A Shares outstanding as of August 3, 2018 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.

Transaction Date

Price Per Share(1)

Price Per Share Range

Number of Shares(2)

The prices shown are weighted average sale prices for shares sold in multiple transactions. The Reporting Person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the respective ranges.

The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by DriveTime Sales on September 17, 2018 in accordance with Rule 10b5-1 of the Act.