Statement of Changes in Beneficial Ownership (4)
December 09 2020 - 05:30PM
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
|
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 *
JENKINS MARK W. |
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 Financial Officer |
(Last)
(First)
(Middle)
C/O CARVANA CO., 1930 W RIO SALADO PKWY |
3. Date of Earliest Transaction (MM/DD/YYYY)
12/7/2020
|
(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 |
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 |
12/7/2020 |
|
C(1) |
|
9888 |
A |
$0 (1)(2) |
43708 |
D |
|
Class A Common Stock |
12/7/2020 |
|
S(1) |
|
9888 |
D |
$259.35 (1)(3) |
33820 |
D |
|
Class A Common Stock |
12/8/2020 |
|
C(4) |
|
112 |
A |
$0 (2)(4) |
33932 |
D |
|
Class A Common Stock |
12/8/2020 |
|
S(4) |
|
112 |
D |
$259.73 (4)(5) |
33820 |
D |
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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 |
$0.0 (6) |
12/7/2020 |
|
C (1)(2)(6) |
|
|
12360 (1)(2)(6) |
(6) |
(6) |
Class A Common Stock |
9888.0 (1)(2)(6) |
$0 (6) |
308888 (7) |
D |
|
Class B Units |
$0.0 (6) |
12/8/2020 |
|
C (2)(4)(6) |
|
|
140 (2)(4)(6) |
(6) |
(6) |
Class A Common Stock |
112.0 (2)(4)(6) |
$0 (6) |
308748 (7) |
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 15, 2020 (the "10b5-1 Plan"). The
Reporting Person acquired the Class A Common Stock on December 7,
2020 by exchanging 12,360 Class B common units of Carvana Group,
LLC ("Class B Units") for 9,888 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 $259.25 to
$259.80, inclusive; the price reported above reflects the volume
weighted average sale price. |
(4) |
The reported sales were
effected pursuant to the 10b5-1 Plan. The Reporting Person acquired
the Class A Common Stock on December 8, 2020 by exchanging 140
Class B Units for 112 shares of Class A Common Stock pursuant to
the Exchange Agreement. |
(5) |
This transaction was
executed in multiple trades at prices ranging from $259.63 to
$259.75, inclusive; the price reported above reflects the volume
weighted average sale price. |
(6) |
The exchanged Class B Units
have a participation threshold of $0.00. The Class B Units have no
expiration date. |
(7) |
The Reporting Person was
granted 1,000,000 Class B Units on March 24, 2015 with a
participation threshold of $0.000; 200,000 of which vested on July
1, 2015 and 16,667 of which vest on the first of each month
thereafter. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
JENKINS MARK W.
C/O CARVANA CO.
1930 W RIO SALADO PKWY
TEMPE, AZ 85281 |
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|
Chief Financial Officer |
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Signatures
|
/s/ Paul Breaux, by Power of Attorney for Mark W.
Jenkins |
|
12/9/2020 |
**Signature of
Reporting Person |
Date |