Filing Details
- Accession Number:
- 0000950170-24-117483
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2024-10-25 17:38:37
- Reporting Period:
- 2024-10-23
- Accepted Time:
- 2024-10-25 17:38:37
- 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 | 2024-10-23 | 100,000 | $0.00 | 100,000 | No | 4 | C | Direct | |
| Class A Common Stock | Disposition | 2024-10-23 | 10,540 | $194.91 | 89,460 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2024-10-23 | 8,029 | $195.87 | 81,431 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2024-10-23 | 32,029 | $196.93 | 49,402 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2024-10-23 | 37,146 | $197.79 | 12,256 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2024-10-23 | 7,674 | $198.68 | 4,582 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2024-10-23 | 4,582 | $199.54 | 0 | No | 4 | S | Direct | |
| Class A Common Stock | Acquisiton | 2024-10-24 | 100,000 | $0.00 | 100,000 | No | 4 | C | Direct | |
| Class A Common Stock | Disposition | 2024-10-24 | 6,147 | $197.04 | 93,853 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2024-10-24 | 24,403 | $197.91 | 69,450 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2024-10-24 | 32,909 | $198.92 | 36,541 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2024-10-24 | 15,307 | $199.95 | 21,234 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2024-10-24 | 14,234 | $201.17 | 7,000 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2024-10-24 | 5,600 | $202.11 | 1,400 | No | 4 | S | Direct | |
| Class A Common Stock | Disposition | 2024-10-24 | 1,400 | $202.81 | 0 | No | 4 | S | Direct | |
| Class B Common Stock | Disposition | 2024-10-23 | 100,000 | $0.00 | 37,558,131 | No | 4 | J | Direct | |
| Class B Common Stock | Disposition | 2024-10-24 | 100,000 | $0.00 | 37,458,131 | 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 | 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 | 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 | 2024-10-23 | 125,000 | $0.00 | 100,000 | $0.00 |
| Class A Common Stock | Class A Units | Disposition | 2024-10-24 | 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 |
|---|---|---|---|---|---|---|
| 46,947,663 | No | 4 | C | Direct | ||
| 46,822,663 | 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
- 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").
- 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.
- The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $194.355-$195.35, inclusive (weighted average of $194.9066); $195.36-$196.3575, inclusive (weighted average of $195.8657); $196.36-$197.35, inclusive (weighted average of $196.9250); $197.36-$198.3557, inclusive (weighted average of $197.7854); $198.36-$199.34, inclusive (weighted average of $198.6845); and $199.36-$199.86, inclusive (weighted average of $199.5351), 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.
- Prices reported in Column 4 are weighted average prices. Shares were sold in multiple transactions at prices ranging from $196.44-$197.43, inclusive (weighted average of $197.0399); $197.47-$198.46, inclusive (weighted average of $197.9067); $198.49-$199.45, inclusive (weighted average of $198.9152); $199.49-$200.45, inclusive (weighted average of $199.9543); $200.56-$201.53, inclusive (weighted average of $201.1661); $201.62-$202.59, inclusive (weighted average of $202.1132); and $202.64-$203.10, inclusive (weighted average of $202.8143), 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.
- 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.
- 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.
- 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.
- These Class B Shares are owned directly by the 2004 Trust.
- These Class B Shares are owned directly by the Multi-Generational Trust.
- These Class B Shares are owned directly by ECG II SPE, LLC ("E-SPE"), an entity which Mr. Garcia wholly owns and controls.
- 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.
- 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.
- These Class A Units are owned directly by E-SPE and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.
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