Statement of Changes in Beneficial Ownership (4)
November 13 2019 - 5:30PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
*
GARCIA ERNEST C. III |
2. Issuer Name and Ticker or Trading Symbol
CARVANA CO.
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CVNA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer |
(Last)
(First)
(Middle)
C/O CARVANA CO., 1930 W. RIO SALADO PARKWAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/8/2019 |
(Street)
TEMPE, AZ 85281
(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)
_X
_ Form filed by One Reporting Person
___ 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 | 11/8/2019 | | C | | 29040 | A | $0 | 29040 | I | See Footnote (1) |
Class B Common Stock | 11/8/2019 | | J | | 29040 | D | $0 | 11834021 (2) | I | See Footnote (3) |
Class A Common Stock | 11/13/2019 | | J | | 29040 (4) | D | $0 | 0 | I | See Footnote (1) |
Class A Common Stock | 11/13/2019 | | J | | 29040 (4) | A | $0 | 41452 | D | |
Class A Common Stock | 11/13/2019 | | D | | 29040 (5) | D | $0 | 12412 | D | |
Class B Common Stock | | | | | | | | 3664526 | D | |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Class A Units | (6) | 11/8/2019 | | C | | | 36300 | (6) | (6) | Class A Common Stock | 29040.0 | $0 | 14792526 | I | See Footnote (7) |
Class A Units | (6) | | | | | | | (6) | (6) | Class A Common Stock | 3664526.0 | | 4580658 | D | |
Explanation of Responses: |
(1) | This Class A Common Stock is held directly by the Ernest Irrevocable 2004 Trust III (the "Trust"). The Reporting Person is the Co-Administrative Trustee and Co-Investment Trustee of the Trust and therefore shares voting and dispositive power over the stock held directly by the Trust. |
(2) | Reflects the cancellation for no consideration of Class B Common Stock in connection with the conversion of Class A Units into Class A Common Stock. |
(3) | This Class B Common Stock is held directly by the Trust. |
(4) | The reported shares were transferred to the Reporting Person from the direct holdings of the Trust. |
(5) | The reported shares were contributed to the Issuer to fund restricted stock unit awards to employees of Carvana, LLC under the Issuer's 2017 Omnibus Incentive Plan at no charge to Issuer, pursuant to a Contribution Agreement dated November 5, 2019, by and between the Issuer and the Reporting Person. |
(6) | Pursuant to an exchange agreement among the Issuer and certain common unit holders of Carvana Group, LLC, dated April 27, 2017, the Class A Units are exchangeable for 0.8 shares of Class A Common Stock of the Issuer. The Class A Units do not expire. |
(7) | These Class A Units are held directly by the Trust. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
GARCIA ERNEST C. III C/O CARVANA CO. 1930 W. RIO SALADO PARKWAY TEMPE, AZ 85281 | X | X | Chief Executive Officer |
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Signatures
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/s/ Paul Breaux, by Power of Attorney for Ernest C. Garcia, III | | 11/13/2019 |
**Signature of Reporting Person | Date |
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