As filed with the Securities and Exchange Commission on December 3, 2018
Registration No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Carvana Co.
(Exact name
of registrant as specified in its charter)
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Delaware
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81-4549921
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1930 W. Rio Salado Parkway
Tempe, Arizona 85281
(480)
719-8809
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Ernie Garcia, III
Chief
Executive Officer
1930 W. Rio Salado Parkway
Tempe, Arizona 85281
(480)
719-8809
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Robert
M. Hayward, P.C.
Robert E. Goedert
Kirkland & Ellis LLP
300 North LaSalle
Chicago, IL 60654
(312) 862-2000
Approximate date of
commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If the only securities being
registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing
with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth
company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated
filer
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☒
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Smaller reporting company
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☐
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Emerging growth company
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☒
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
CALCULATION
OF REGISTRATION FEE
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Title of Each Class of Securities to be Registered
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Amount to be
Registered
(1)
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Proposed Maximum
Offering Price Per
Share
(2)
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Proposed Maximum
Aggregate Offering
Price
(2)
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Amount of
Registration Fee
(2)
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Class A Common Stock, par value $0.001 per share
(3)
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9,524
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$43.92
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$418,294.08
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$50.70
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(1)
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This registration statement registers the sale by holders of up to 9,524 shares of Class A common stock,
par value $0.001 per share. In accordance with Rule 416 promulgated under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities to be offered or issued from stock splits, stock
dividends or similar transactions with respect to the shares being registered.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the
Securities Act of 1933, based on the average high and low prices of the registrants Class A common stock on November 26, 2018, as reported on the New York Stock Exchange.
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