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
                      
1. Name and Address of Reporting Person * KEETON RYAN S. 2. Issuer Name and Ticker or Trading Symbol CARVANA CO. [ CVNA ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Brand Officer
(Last)         (First)         (Middle)
C/O CARVANA CO., 1930 W. RIO SALADO PARKWAY
3. Date of Earliest Transaction (MM/DD/YYYY)
9/14/2020
(Street)
TEMPE, AZ 85281
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
 
6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock  9/14/2020    C(1)    10000  A $0 (1)(2) 25736  D   
Class A Common Stock  9/14/2020    S(1)    10000  D $172.45 (1)(3) 15736  D   

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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   (4) 9/14/2020    C (1)(2)(4)       12500 (1)(2)(4)   (4)  (4) Class A Common Stock  10000.0 (1)(2)(4) $0 (4) 141249 (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 June 9, 2020. The Reporting Person acquired the Class A Common Stock on September 14, 2020 by exchanging 12,500 Class B common units of Carvana Group, LLC ("Class B Units") for 10,000 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 the Adjusted 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)  This transaction was executed in multiple trades at prices ranging from $169.53 to $176.55, inclusive; the price reported above reflects the volume weighted average sale price.
(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 500,000 Class B common units on March 24, 2015 with a participation threshold of $0.00; 125,000 vested on the grant date and 8,333 vest on the first of each month thereafter.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
KEETON RYAN S.
C/O CARVANA CO.
1930 W. RIO SALADO PARKWAY
TEMPE, AZ 85281


Chief Brand Officer

Signatures
/s/ Paul Breaux, by Power of Attorney for Ryan S. Keeton 9/16/2020
**Signature of Reporting Person Date
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