Statement of Changes in Beneficial Ownership (4)
January 13 2021 - 06:26PM
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
|
|
| 1. Name
and Address of Reporting Person * GARCIA ERNEST C.
II |
2. Issuer Name and Ticker or Trading
Symbol CARVANA CO. [ CVNA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director __X__
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
|
(Last)
(First)
(Middle)
1720 W. RIO SALADO PARKWAY, SUITE A |
3. Date of Earliest Transaction (MM/DD/YYYY)
1/11/2021
|
|
(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) ___
Form filed by One Reporting Person
_ X _ 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 |
1/11/2021 |
|
C |
|
400 |
A |
$0.00 (1) |
400 |
D |
|
|
Class A Common Stock |
1/11/2021 |
|
S(2) |
|
400 |
D |
$266.8575 (3) |
0 |
D |
|
|
Class A Common Stock |
1/11/2021 |
|
C |
|
700 |
A |
$0.00 (1) |
700 |
D |
|
|
Class A Common Stock |
1/11/2021 |
|
S(2) |
|
700 |
D |
$268.1471 (3) |
0 |
D |
|
|
Class A Common Stock |
1/11/2021 |
|
C |
|
1200 |
A |
$0.00 (1) |
1200 |
D |
|
|
Class A Common Stock |
1/11/2021 |
|
S(2) |
|
1200 |
D |
$269.5608 (3) |
0 |
D |
|
|
Class A Common Stock |
1/11/2021 |
|
C |
|
300 |
A |
$0.00 (1) |
300 |
D |
|
|
Class A Common Stock |
1/11/2021 |
|
S(2) |
|
300 |
D |
$270.7767 (3) |
0 |
D |
|
|
Class A Common Stock |
1/11/2021 |
|
C |
|
5963 |
A |
$0.00 (1) |
5963 |
D |
|
|
Class A Common Stock |
1/11/2021 |
|
S(2) |
|
5963 |
D |
$272.5448 (3) |
0 |
D |
|
|
Class A Common Stock |
1/11/2021 |
|
C |
|
6561 |
A |
$0.00 (1) |
6561 |
D |
|
|
Class A Common Stock |
1/11/2021 |
|
S(2) |
|
6561 |
D |
$273.4699 (3) |
0 |
D |
|
|
Class A Common Stock |
1/11/2021 |
|
C |
|
15185 |
A |
$0.00 (1) |
15185 |
D |
|
|
Class A Common Stock |
1/11/2021 |
|
S(2) |
|
15185 |
D |
$274.6179 (3) |
0 |
D |
|
|
Class A Common Stock |
1/11/2021 |
|
C |
|
8740 |
A |
$0.00 (1) |
8740 |
D |
|
|
Class A Common Stock |
1/11/2021 |
|
S(2) |
|
8740 |
D |
$275.2567 (3) |
0 |
D |
|
|
Class A Common Stock |
1/11/2021 |
|
C |
|
3614 |
A |
$0.00 (1) |
3614 |
D |
|
|
Class A Common Stock |
1/11/2021 |
|
S(2) |
|
3614 |
D |
$276.6807 (3) |
0 |
D |
|
|
Class A Common Stock |
1/11/2021 |
|
C |
|
3437 |
A |
$0.00 (1) |
3437 |
D |
|
|
Class A Common Stock |
1/11/2021 |
|
S(2) |
|
3437 |
D |
$277.5156 (3) |
0 |
D |
|
|
Class A Common Stock |
1/11/2021 |
|
C |
|
3900 |
A |
$0.00 (1) |
3900 |
D |
|
|
Class A Common Stock |
1/11/2021 |
|
S(2) |
|
3900 |
D |
$278.5976 (3) |
0 |
D |
|
|
Class A Common Stock |
|
|
|
|
|
|
|
555556 |
I |
Verde Investments, Inc. (4) |
|
Class A Common Stock |
|
|
|
|
|
|
|
100000 |
I |
Ernest C. Garcia III Multi-Generational Trust
III (5) |
|
Class B Common Stock |
1/11/2021 |
|
J |
|
50000 |
D |
$0.00 (6) |
47059482 |
D |
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|
Class B Common Stock |
|
|
|
|
|
|
|
11834021 |
I |
Ernest Irrevocable 2004 Trust
III (7) |
|
Class B Common Stock |
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|
|
|
|
|
|
11952000 |
I |
Ernest C. Garcia III Multi-Generational Trust
III (8) |
|
Class B Common Stock |
|
|
|
|
|
|
|
8000000 |
I |
ECG II SPE, LLC (9) |
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 A Units |
(1) |
1/11/2021 |
|
C |
|
|
62500 |
(1) |
(1) |
Class A Common Stock |
50000 |
$0.00 |
58824352 |
D |
|
|
Class A Units |
(10) |
|
|
|
|
|
|
(10) |
(10) |
Class A Common Stock |
(10) |
|
14792526 |
I |
Ernest Irrevocable 2004 Trust
III |
|
Class A Units |
(11) |
|
|
|
|
|
|
(11) |
(11) |
Class A Common Stock |
(11) |
|
14940000 |
I |
Ernest C. Garcia III Multi-Generational Trust
III |
|
Class A Units |
(12) |
|
|
|
|
|
|
(12) |
(12) |
Class A Common Stock |
(12) |
|
10000000 |
I |
ECG II SPE, LLC |
| Explanation of
Responses: |
| (1) |
Reflects the conversion of
Class A Common Units ("Class A Units") of Carvana Group, LLC
("Carvana Group") owned directly by Ernest C. Garcia II into shares
of Class A Common Stock ("Class A Shares") of the Issuer pursuant
to the Exchange Agreement, dated April 27, 2017, by and among the
Issuer, Carvana Co. Sub LLC, Carvana Group and the members of
Carvana Group (the "Exchange Agreement"). |
| (2) |
The sales reported on this
Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted
by Ernest C. Garcia II and Elizabeth Joanne Garcia on June 15,
2020, as modified. |
| (3) |
Column 4 reflects weighted
average prices. Shares were sold in multiple transactions at prices
ranging from $266.61-$267.29 inclusive (weighted average of
$266.8575); $267.95-$268.57 inclusive (weighted average of
$268.1471); $269.16-$270.14 inclusive (weighted average of
$269.5608); $270.16-$271.09 inclusive (weighted average of
$270.7767); $271.96-$272.955 inclusive (weighted average of
$272.5448); $272.99-$273.98 inclusive (weighted average of
$273.4699); $274.01-$275.00 inclusive (weighted average of
$274.6179); $275.01-$275.99 inclusive (weighted average of
$275.2567); $276.12-$277.08 inclusive (weighted average of
$276.6807); $277.14-$278.02 inclusive (weighted average of
$277.5156); and $278.20-$279.13 inclusive (weighted average of
$278.5976), respectively. Reporting person undertakes to provide
issuer, a securityholder of the issuer or to SEC staff, upon
request, full information regarding the number of shares sold at
each separate price within the ranges set forth herein. |
| (4) |
These Class A Shares are
owned directly by Verde Investments, Inc., an entity which Mr.
Garcia wholly owns and controls. |
| (5) |
These Class A Shares are
owned directly by the Ernest C. Garcia III Multi-Generational Trust
III (the "Multi-Generational Trust"). Mr. Garcia has sole
investment and dispository power over the Multi-Generational Trust
assets and Mr. Garcia's son, Ernie Garcia, III, together with Ernie
Garcia, III's children, are the sole beneficiaries of the
Multi-Generational Trust. |
| (6) |
Reflects the cancellation
for no consideration of Class B Common Stock of the Issuer ("Class
B Shares") in connection with the conversion of Class A Units into
Class A Shares. Following the reported transaction, the remaining
Class B Shares are owned directly by Ernest C. Garcia
II. |
| (7) |
These Class B Shares are
owned directly by the Ernest Irrevocable 2004 Trust III (the "2004
Trust"). Mr. Garcia has shared investment and dispository power
over the 2004 Trust assets and Mr. Garcia's son, Ernie Garcia, III,
is the sole beneficiary of the 2004 Trust. |
| (8) |
These Class B Shares are
owned directly by the Multi-Generational Trust. |
| (9) |
These Class B Shares are
owned directly by ECG II SPE, LLC ("E-SPE"), an entity which Mr.
Garcia wholly owns and controls. |
| (10) |
These Class A Units are
owned directly by the 2004 Trust and are exchangeable for 0.8 Class
A Shares pursuant to the Exchange Agreement. |
| (11) |
These Class A Units are
owned directly by the Multi-Generational Trust and are exchangeable
for 0.8 Class A Shares pursuant to the Exchange
Agreement. |
| (12) |
These Class A Units are
owned directly by E-SPE and are exchangeable for 0.8 Class A Shares
pursuant to the Exchange Agreement. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
GARCIA ERNEST C. II
1720 W. RIO SALADO PARKWAY, SUITE A
TEMPE, AZ 85281 |
|
X |
|
|
VERDE INVESTMENTS, INC.
1720 W. RIO SALADO PARKWAY, SUITE A
TEMPE, AZ 85281 |
|
X |
|
|
Signatures
|
|
/s/ Ernest C. Garcia II |
|
1/13/2021 |
| **Signature of Reporting
Person |
Date |
|
/s/ Ernest C. Garcia II, Verde Investments,
Inc. |
|
1/13/2021 |
| **Signature of Reporting
Person |
Date |
