Filing Details
- Accession Number:
- 0000899243-18-011187
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2018-05-02 20:24:27
- Reporting Period:
- 2018-04-30
- Accepted Time:
- 2018-05-02 20:24:27
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1690820 | Carvana Co. | CVNA | () | 4 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1017608 | Ii C Ernest Garcia | 1720 W. Rio Salado Parkway Tempe AZ 85281 | No | No | Yes | No | |
| 1704727 | Verde Investments, Inc. | 1720 W. Rio Salado Parkway Tempe AZ 85281 | No | No | Yes | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | Acquisiton | 2018-04-30 | 3,425,000 | $0.00 | 3,425,000 | No | 4 | C | Indirect | See footnote |
| Class A Common Stock | Disposition | 2018-04-30 | 3,425,000 | $26.26 | 0 | No | 4 | S | Indirect | See footnote |
| Class B Common Stock | Disposition | 2018-04-30 | 3,425,000 | $0.00 | 5,986,765 | No | 4 | J | Indirect | See footnote |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | C | Indirect | See footnote |
| No | 4 | S | Indirect | See footnote |
| No | 4 | J | Indirect | See footnote |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Class A Units | Disposition | 2018-04-30 | 4,281,250 | $0.00 | 3,425,000 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 5,986,765 | No | 4 | C | Indirect |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Class A Common Stock | 1,464,517 | Indirect | See footnote |
| Class A Common Stock | 100,000 | Indirect | See footnote |
| Class A Common Stock | 100,000 | Indirect | See footnote |
| Class B Common Stock | 60,937,458 | Direct | |
| Class B Common Stock | 11,952,000 | Indirect | See footnote |
| Class B Common Stock | 11,952,000 | Indirect | See footnote |
Reported Derivative Holdings
| Sec. Name | Sec. Type | Price | Date | Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Class A Units | $0.00 | 0 | 60,937,458 | Direct | ||
| Class A Common Stock | Class A Units | $0.00 | 0 | 11,952,000 | Indirect | ||
| Class A Common Stock | Class A Units | $0.00 | 0 | 11,952,000 | Indirect |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 0 | 60,937,458 | Direct | |
| 0 | 11,952,000 | Indirect | |
| 0 | 11,952,000 | Indirect |
Footnotes
- Reflects the conversion of Class A Common Units ("Class A Units") of Carvana Group, LLC ("Carvana Group") owned directly by DriveTime Sales and Finance Company, LLC ("DriveTime Sales") 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"). DriveTime Sales is a wholly owned subsidiary of DriveTime Automotive Group, Inc. ("DriveTime"), of which Mr. Garcia is the chairman of the board of directors and the controlling stockholder.
- Reflects the sale of Class A Shares by DriveTime Sales in an underwritten, registered offering of the Issuer, pursuant to an underwriting agreement dated as of April 25, 2018, among the Issuer, Carvana Group, and the other signatories party thereto, and the Second Amended and Restated Registration Rights Agreement, dated April 27, 2017, by and among the Issuer, Carvana Group and the other signatories party thereto.
- These Class A Shares are owned directly by Verde Investments, Inc., an entity which Mr. Garcia wholly owns and controls.
- These Class A 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.
- 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.
- 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 DriveTime Sales.
- These Class B Shares are owned directly by the 2004 Trust.
- These Class B Shares are owned directly.
- These Class A Units are owned directly by DriveTime Sales and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.
- These Class A Units are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.
- 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.
- 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.
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