Statement of Changes in Beneficial Ownership (4)
September 17 2018 - 7:09PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
DDFS Partnership LP
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2. Issuer Name
and
Ticker or Trading Symbol
CARVANA CO.
[
CVNA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
2100 ROSS AVE, SUITE 3300
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/13/2018
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(Street)
DALLAS, TX 75201
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock
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9/13/2018
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9/13/2018
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J
(1)
(2)
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507755
(1)
(2)
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A
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$19.69
(1)
(2)
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626722
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I
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See Footnotes
(3)
(4)
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Class A Common Stock
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9/14/2018
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9/14/2018
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S
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300000
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D
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$63.09
(5)
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326722
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I
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See Footnotes
(3)
(4)
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Class A Common Stock
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9/14/2018
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9/14/2018
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J
(1)
(2)
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253877
(1)
(2)
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A
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$19.69
(1)
(2)
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580599
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I
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See Footnotes
(3)
(4)
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Class A Common Stock
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9/17/2018
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9/17/2018
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S
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580599
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D
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$60.61
(6)
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0
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I
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See Footnotes
(3)
(4)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Class A ConvertiblePreferred Stock
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$19.69
(1)
(2)
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9/13/2018
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9/13/2018
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C
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10000
(1)
(2)
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(1)
(2)
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(1)
(2)
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Class A Common Stock
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507755
(1)
(2)
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(1)
(2)
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65000
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I
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See Footnotes
(3)
(4)
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Class A Convertible Preferred Stock
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$19.69
(1)
(2)
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9/14/2018
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9/14/2018
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C
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5000
(1)
(2)
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(1)
(2)
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(1)
(2)
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Class A Common Stock
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253877
(1)
(2)
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(1)
(2)
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60000
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I
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See Footnotes
(3)
(4)
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Explanation of Responses:
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(1)
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The Class A Convertible Preferred Stock, par value $0.01 per share of the Company ("Preferred Stock") is convertible at the option of the holders at any time into shares of the Company's Class A Common Stock, par value $0.001 per share ("Common Stock") at an initial conversion rate of 50.78 shares of Common Stock for each share of Preferred Stock, which represents an initial conversion price of approximately $19.6945 per share of Common Stock, subject to anti-dilution and other adjustment.
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(2)
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The Reporting Persons exercised their option to convert 10,000 shares of Preferred Stock into 507,755 shares of Common Stock on September 13, 2018, and 5,000 shares of Preferred Stock into 253,877 shares of Common Stock on September 14, 2018.
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(3)
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Reflects securities directly held by DDFS Partnership LP, a Delaware limited partnership ("DDFS"). DDFS Management Company LLC, a Delaware limited liability company ("DMC"), is the sole general partner of DDFS and holds a 1% general interest in DDFS. Thomas G. Dundon directly holds 100% of the membership interests in DMC.
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(4)
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Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
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(5)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.00 to $63.50, inclusive.
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(6)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.00 to $63.49, inclusive.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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DDFS Partnership LP
2100 ROSS AVE
SUITE 3300
DALLAS, TX 75201
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X
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DDFS Management Co LLC
2100 ROSS AVE
SUITE 3300
DALLAS, TX 75201
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X
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Dundon Thomas G.
2100 ROSS AVE
SUITE 3300
DALLAS, TX 75201
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X
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Signatures
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DDFS PARTNERSHIP LP by /s/ Thomas G. Dundon, President
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9/17/2018
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**
Signature of Reporting Person
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Date
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DDFS MANAGEMENT COMPANY LLC by /s/ Thomas G. Dundon, President
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9/17/2018
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**
Signature of Reporting Person
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Date
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/s/ Thomas G. Dundon, individually
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9/17/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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