Statement of Changes in Beneficial Ownership (4)
May 12 2021 - 6:59PM
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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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
*
HUSTON BENJAMIN E. |
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)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Operating Officer |
(Last)
(First)
(Middle)
C/O CARVANA CO., 1930 W. RIO SALADO PARKWAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/10/2021 |
(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 | 5/10/2021 | | C(1) | | 5070 | A | $0 (1)(2) | 41199 | D | |
Class A Common Stock | 5/10/2021 | | S(1) | | 2000 | D | $231.54 | 39199 | D | |
Class A Common Stock | 5/10/2021 | | S(1) | | 3070 | D | $243.11 | 36129 | D | |
Class A Common Stock | 5/10/2021 | | S(3) | | 4930 | D | $200 | 31199 | 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 B Units | $0.0 (4) | 5/10/2021 | | C (1)(2)(4) | | | 6338 (1)(2)(4) | (4) | (4) | Class A Common Stock | 5070.0 (1)(2)(4) | $0 (4) | 239910 (5) | D | |
Explanation of Responses: |
(1) | The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 16, 2021 (the "10b5-1 Plan"). The Reporting Person acquired the Class A Common Stock on May 10, 2021 by exchanging 6,338 Class B common units of Carvana Group, LLC ("Class B Units") for 5,070 shares of Class A Common Stock pursuant to an exchange agreement among the Issuer and certain common unit holders of Carvana Group, LLC, dated April 27, 2017 (the "Exchange Agreement"). |
(2) | The Exchange Agreement permits holders of Class B Units to exchange their Class B Units for a number of shares of the Issuer's Class A Common Stock equal to the Class A Common Stock Value less theAdjusted Participation Threshold (as each term is defined in the Exchange Agreement) multiplied by 0.8 times the number of Class B Units being exchanged, divided by the Class A Common Stock Value. |
(3) | The reported sales were effected pursuant to the 10b5-1 Plan. |
(4) | The exchanged Class B Units have a participation threshold of $0.00. The Class B Units have no expiration date. |
(5) | The Reporting Person was granted 1,000,000 Class B Units on March 24, 2015 with a participation threshold of $0.00; 250,000 vested on the grant date and 16,667 vest on the first of each month thereafter. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
HUSTON BENJAMIN E. C/O CARVANA CO. 1930 W. RIO SALADO PARKWAY TEMPE, AZ 85281 |
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| Chief Operating Officer |
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Signatures
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/s/ Paul Breaux, by Power of Attorney for Benjamin E. Huston | | 5/12/2021 |
**Signature of Reporting Person | Date |
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