Filing Details

Accession Number:
0000950170-24-116756
Form Type:
4
Zero Holdings:
No
Publication Time:
2024-10-23 19:15:39
Reporting Period:
2024-10-21
Accepted Time:
2024-10-23 19:15:39
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1690820 Carvana Co. CVNA () 4
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1017608 Ii C. Ernest Garcia 5430 Lyndon B. Johnson Fwy, Tower 3
Suite 1250
Dallas TX 75240
No No No No
1754720 Ecg Ii Spe, Llc 5430 Lyndon B. Johnson Fwy, Tower 3
Suite 1250
Dallas TX 75240
No No No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class A Common Stock Acquisiton 2024-10-21 100,000 $0.00 100,000 No 4 C Direct
Class A Common Stock Disposition 2024-10-21 19,640 $189.59 80,360 No 4 S Direct
Class A Common Stock Disposition 2024-10-21 42,914 $190.47 37,446 No 4 S Direct
Class A Common Stock Disposition 2024-10-21 24,990 $191.37 12,456 No 4 S Direct
Class A Common Stock Disposition 2024-10-21 10,003 $192.49 2,453 No 4 S Direct
Class A Common Stock Disposition 2024-10-21 2,453 $193.03 0 No 4 S Direct
Class A Common Stock Acquisiton 2024-10-22 100,000 $0.00 100,000 No 4 C Direct
Class A Common Stock Disposition 2024-10-22 6,400 $190.21 93,600 No 4 S Direct
Class A Common Stock Disposition 2024-10-22 9,070 $191.47 84,530 No 4 S Direct
Class A Common Stock Disposition 2024-10-22 4,600 $192.51 79,930 No 4 S Direct
Class A Common Stock Disposition 2024-10-22 8,944 $193.52 70,986 No 4 S Direct
Class A Common Stock Disposition 2024-10-22 9,100 $194.90 61,886 No 4 S Direct
Class A Common Stock Disposition 2024-10-22 15,484 $195.69 46,402 No 4 S Direct
Class A Common Stock Disposition 2024-10-22 32,346 $196.66 14,056 No 4 S Direct
Class A Common Stock Disposition 2024-10-22 14,056 $197.38 0 No 4 S Direct
Class B Common Stock Disposition 2024-10-21 100,000 $0.00 37,758,131 No 4 J Direct
Class B Common Stock Disposition 2024-10-22 100,000 $0.00 37,658,131 No 4 J Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 C 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 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 J Direct
No 4 J Direct
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Class A Common Stock Class A Units Disposition 2024-10-21 125,000 $0.00 100,000 $0.00
Class A Common Stock Class A Units Disposition 2024-10-22 125,000 $0.00 100,000 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
47,197,663 No 4 C Direct
47,072,663 No 4 C Direct
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Class A Common Stock 850,000 Indirect Ernest Irrevocable 2004 Trust III
Class A Common Stock 950,000 Indirect Ernest C. Garcia III Multi-Generational Trust III
Class B Common Stock 11,834,021 Indirect Ernest Irrevocable 2004 Trust III
Class B Common Stock 11,952,000 Indirect Ernest C. Garcia III Multi-Generational Trust III
Class B Common Stock 8,000,000 Indirect ECG II SPE, LLC
Reported Derivative Holdings
Sec. Name Sec. Type Price Date Expiration Date Amount Remaning Holdings Nature of Ownership
Class A Common Stock Class A Units $0.00 14,792,526 14,792,526 Indirect
Class A Common Stock Class A Units $0.00 14,940,000 14,940,000 Indirect
Class A Common Stock Class A Units $0.00 10,000,000 10,000,000 Indirect
Expiration Date Amount Remaning Holdings Nature of Ownership
14,792,526 14,792,526 Indirect
14,940,000 14,940,000 Indirect
10,000,000 10,000,000 Indirect
Footnotes
  1. Reflects the conversion of Class A Common Units ("Class A Units") of Carvana Group, LLC ("Carvana Group") owned directly by Ernest C. Garcia II into Class A Shares of the Issuer pursuant to the Exchange Agreement, dated April 27, 2017, by and among the Issuer, Carvana Co. Sub LLC, Carvana Group and the members of Carvana Group (the "Exchange Agreement").
  2. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Ernest C. Garcia II and Elizabeth Joanne Garcia on March 11, 2024.
  3. The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $188.95-$189.9419, inclusive (weighted average of $189.5934); $189.95-$190.94, inclusive (weighted average of $190.4692); $190.96-$191.9068, inclusive (weighted average of $191.3696); $191.9662-$192.9655, inclusive (weighted average of $192.4948); and $192.9669-$193.40, inclusive (weighted average of $193.0295), respectively. The reporting person undertakes to provide to the issuer or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.
  4. Prices reported in Column 4 are weighted average prices. Shares were sold in multiple transactions at prices ranging from $189.84-$190.80, inclusive (weighted average of $190.2117); $190.96-$191.93, inclusive (weighted average of $191.4665); $192.09-$192.91, inclusive (weighted average of $192.5061); $193.09-$194.06, inclusive (weighted average of $193.5185); $194.16-$195.15, inclusive (weighted average of $194.8996); $195.16-$196.15, inclusive (weighted average of $195.6917); $196.17-$197.16, inclusive (weighted average of $196.6610); and $197.17-$197.80, inclusive (weighted average of $197.3846), respectively. Reporting person undertakes to provide to issuer or staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within ranges set forth herein.
  5. These Class A Shares are owned directly by the Ernest Irrevocable 2004 Trust III (the "2004 Trust"). Mr. Garcia may have shared voting and dispositive power with respect to the Class A Common Stock ("Class A Shares") held by the 2004 Trust. Mr. Garcia is a non-voting co-trustee with respect to the 2004 Trust and Mr. Garcia's son, Ernie Garcia III, is the sole beneficiary.
  6. These Class A Shares are owned directly by the Ernest C. Garcia III Multi-Generational Trust III (the "Multi-Generational Trust"). Mr. Garcia may have shared voting and dispositive power with respect to the Class A Shares held by the Multi-Generational Trust. Mr. Garcia is a non-voting co-trustee with respect to the Multi-Generational Trust, and Ernie Garcia III and his children are the sole beneficiaries.
  7. Reflects the cancellation for no consideration of Class B Common Stock of the Issuer ("Class B Shares") in connection with the conversion of Class A Units into Class A Shares. Following the reported transaction, the remaining Class B Shares are owned directly by Ernest C. Garcia II.
  8. These Class B Shares are owned directly by the 2004 Trust.
  9. These Class B Shares are owned directly by the Multi-Generational Trust.
  10. These Class B Shares are owned directly by ECG II SPE, LLC ("E-SPE"), an entity which Mr. Garcia wholly owns and controls.
  11. These Class A Units are owned directly by the 2004 Trust and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.
  12. These Class A Units are owned directly by the Multi-Generational Trust and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.
  13. These Class A Units are owned directly by E-SPE and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.