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 *

GILL DANIEL J.
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 Product Officer
(Last)          (First)          (Middle)

C/O CARVANA CO., 1930 W. RIO SALADO PARKWAY
3. Date of Earliest Transaction (MM/DD/YYYY)

7/10/2019
(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   7/10/2019     S (1)    12500   D $67.65   (1) (2) 10683   D    
Class A Common Stock   7/11/2019     C (1)    12500   A $0   (1) (3) 23183   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   $0.0   (4) 7/11/2019     C   (1) (3) (4)       15625   (1) (3) (4)     (4)   (4) Class A Common Stock   12500.0   (1) (3) (4) $0   (4) 527183   (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 11, 2019. The Reporting Person acquired the Class A Common Stock on July 11, 2019 by exchanging 15,625 Class B common units of Carvana Group, LLC ("Class B Units") for 12,500 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)  This transaction was executed in multiple trades at prices ranging from $66.85 to $68.12, inclusive; the price reported above reflects the volume weighted average sale price.
(3)  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.
(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 800,000 Class B Units on March 24, 2015 with a participation threshold of $0.00; 160,000 of which vested on March 1, 2016 and 13,334 of which vest on the first of each month beginning April 1, 2016.

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


Chief Product Officer

Signatures
/s/ Paul Breaux, by Power of Attorney for Daniel J. Gill 7/12/2019
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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