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Filing Details

Accession Number:: 0001690820-24-000171
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-05-03 19:55:06
Reporting Period:: 2024-05-01

Accepted Time:: 2024-05-03 19:55:06
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
1700545	W. Paul Breaux	C/O Carvana Co. 300 E. Rio Salado Pkwy Tempe AZ 85281	See Remarks	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	Acquisiton	2024-05-01	33,390	$0.00	143,183	No	4	A	Direct
Class A Common Stock	Disposition	2024-05-02	300	$112.14	142,883	No	4	S	Direct
Class A Common Stock	Disposition	2024-05-02	2,001	$113.43	140,882	No	4	S	Direct
Class A Common Stock	Disposition	2024-05-02	801	$114.37	140,081	No	4	S	Direct
Class A Common Stock	Disposition	2024-05-02	1,400	$115.41	138,681	No	4	S	Direct
Class A Common Stock	Disposition	2024-05-02	1,200	$116.69	137,481	No	4	S	Direct
Class A Common Stock	Disposition	2024-05-02	2,139	$117.84	135,342	No	4	S	Direct
Class A Common Stock	Disposition	2024-05-02	1,500	$118.72	133,842	No	4	S	Direct
Class A Common Stock	Disposition	2024-05-02	1,459	$119.95	132,383	No	4	S	Direct
Class A Common Stock	Disposition	2024-05-02	600	$120.99	131,783	No	4	S	Direct
Class A Common Stock	Acquisiton	2024-05-03	28,575	$0.00	160,358	No	4	C	Direct
Class A Common Stock	Disposition	2024-05-02	30,000	$120.00	130,358	No	4	S	Direct
Class A Common Stock	Acquisiton	2024-05-03	15,000	$0.00	145,358	No	4	C	Direct
Class A Common Stock	Disposition	2024-05-03	15,000	$123.00	130,358	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	A	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	C	Direct
No	4	S	Direct
No	4	C	Direct
No	4	S	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	2024-05-03	38,250	$4.88	28,575	$4.88
Class A Common Stock	Class B Units	Disposition	2024-05-03	20,079	$4.88	15,000	$4.88

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
28,977			No	4	C	Direct
8,898			No	4	C	Direct

Footnotes

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.