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Filing Details

Accession Number:: 0001690820-21-000058
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-02-17 21:13:10
Reporting Period:: 2021-02-16

Accepted Time:: 2021-02-17 21:13:10
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1690820	Carvana Co.	CVNA	Retail-Auto Dealers & Gasoline Stations (5500)	814549921

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1700537	E. Benjamin Huston	C/O Carvana Co. 1930 W. Rio Salado Parkway Tempe AZ 85281	Chief Operating Officer	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Class A Common Stock	Disposition	2021-02-16	10,000	$307.89	33,524	No	4	S	Direct
Class A Common Stock	Acquisiton	2021-02-17	10,000	$0.00	43,524	No	4	C	Direct
Class A Common Stock	Acquisiton	2021-02-17	3,554	$296.05	37,078	No	4	A	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	S	Direct
No	4	C	Direct
No	4	A	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B Units	Disposition	2021-02-17	12,500	$0.00	10,000	$0.00
Class A Common Stock	Stock Options (Right to Buy)	Acquisiton	2021-02-17	17,687	$0.00	17,687	$296.05

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
246,248			No	4	C	Direct
17,687	2022-04-01	2031-02-17	No	4	A	Direct

Footnotes

The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 3, 2020 (the "10b5-1 Plan"). The Reporting Person acquired the Class A Common Stock on February 16, 2021 by exchanging 12,500 Class B common units of Carvana Group, LLC ("Class B Units") for 10,000 shares of Class A Common Stock pursuant to an exchange agreement among the Issuer and certain common unit holders of Carvana Group, LLC, dated April 27, 2017 (the "Exchange Agreement").
This transaction was executed in multiple trades at prices ranging from $306.80 to $310.18, inclusive; the price reported above reflects the volume weighted average sale price.
The Exchange Agreement permits holders of Class B Units to exchange their Class B Units for a number of shares of Class A Common Stock of Carvana Co. (the "Issuer") 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.
Represents shares of Class A Common Stock of the Issuer underlying restricted stock units acquired by the Reporting Person. The restricted stock units vest 25% on April 1, 2022 and monthly thereafter for the following three years, subject to the Reporting Person's continued service with the Issuer.
The exchanged Class B Units have a participation threshold of $0.00. The Class B Units have no expiration date.
The Reporting Person was granted 1,000,000 Class B Units on March 24, 2015 with a participation threshold of $0.00; 250,000 vested on the grant date and 16,667 vest on the first of each month thereafter.
The non-qualified stock options representing the right to purchase for the exercise price Class A Common Stock of the Issuer vests 25% on April 1, 2022 and monthly thereafter for the following three years, subject to the Reporting Person's continued service with the Issuer.