Filing Details
- Accession Number:
- 0001209191-18-058603
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2018-11-14 18:05:07
- Reporting Period:
- 2018-11-12
- Accepted Time:
- 2018-11-14 18:05:07
- 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, Suite A Tempe AZ 85281 | No | No | Yes | No | |
| 1704727 | Verde Investments, Inc. | 1720 W. Rio Salado Parkway, Suite A 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 | 2018-11-12 | 2,600 | $0.00 | 2,600 | No | 4 | C | Indirect | DriveTime Sales and Finance Company |
| Class A Common Stock | Disposition | 2018-11-12 | 2,600 | $47.99 | 0 | No | 4 | S | Indirect | DriveTime Sales and Finance Company |
| Class A Common Stock | Acquisiton | 2018-11-13 | 69,274 | $0.00 | 69,274 | No | 4 | C | Indirect | DriveTime Sales and Finance Company |
| Class A Common Stock | Disposition | 2018-11-13 | 69,274 | $45.35 | 0 | No | 4 | S | Indirect | DriveTime Sales and Finance Company |
| Class A Common Stock | Acquisiton | 2018-11-13 | 2,000 | $0.00 | 2,000 | No | 4 | C | Indirect | DriveTime Sales and Finance Company |
| Class A Common Stock | Disposition | 2018-11-13 | 2,000 | $46.03 | 0 | No | 4 | S | Indirect | DriveTime Sales and Finance Company |
| Class B Common Stock | Disposition | 2018-11-12 | 2,600 | $0.00 | 3,370,663 | No | 4 | J | Indirect | DriveTime Sales and Finance Company |
| Class B Common Stock | Disposition | 2018-11-13 | 71,274 | $0.00 | 3,299,389 | No | 4 | J | Indirect | DriveTime Sales and Finance Company |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | C | Indirect | DriveTime Sales and Finance Company |
| No | 4 | S | Indirect | DriveTime Sales and Finance Company |
| No | 4 | C | Indirect | DriveTime Sales and Finance Company |
| No | 4 | S | Indirect | DriveTime Sales and Finance Company |
| No | 4 | C | Indirect | DriveTime Sales and Finance Company |
| No | 4 | S | Indirect | DriveTime Sales and Finance Company |
| No | 4 | J | Indirect | DriveTime Sales and Finance Company |
| No | 4 | J | Indirect | DriveTime Sales and Finance Company |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Class A Units | Disposition | 2018-11-12 | 3,250 | $0.00 | 2,600 | $0.00 |
| Class A Common Stock | Class A Units | Disposition | 2018-11-13 | 89,093 | $0.00 | 71,274 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 4,213,322 | No | 4 | C | Indirect | ||
| 4,124,229 | No | 4 | C | Indirect |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Class A Common Stock | 1,464,517 | Indirect | Verde Investments, Inc. |
| Class A Common Stock | 85,466 | Indirect | Ernest Irrevocable 2004 Trust III |
| Class A Common Stock | 100,000 | Indirect | Ernest C. Garcia III Multi-Generational Trust III |
| Class B Common Stock | 52,937,458 | Direct | |
| Class B Common Stock | 11,952,000 | Indirect | Ernest Irrevocable 2004 Trust III |
| Class B Common Stock | 11,952,000 | Indirect | Ernest C. Garcia III Multi-Generational Trust III |
| Class B Common Stock | 8,000,000 | Indirect | ECG II SPE, LLC |
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 | 66,171,823 | Direct | ||
| Class A Common Stock | Class A Units | $0.00 | 0 | 14,940,000 | Indirect | ||
| Class A Common Stock | Class A Units | $0.00 | 0 | 14,940,000 | Indirect | ||
| Class A Common Stock | Class A Units | $0.00 | 0 | 10,000,000 | Indirect |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 0 | 66,171,823 | Direct | |
| 0 | 14,940,000 | Indirect | |
| 0 | 14,940,000 | Indirect | |
| 0 | 10,000,000 | 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., of which Mr. Garcia is the chairman of the board of directors and the controlling stockholder.
- The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by DriveTime Sales on September 17, 2018.
- The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $47.56 to $48.48, inclusive (weighted average of $47.9944). The reporting person undertakes to provide to the issuer or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.
- The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $45.00 to $45.99, inclusive (weighted average of $45.3492); and $46.00 to $46.12, inclusive (weighted average of $46.0322), respectively. The reporting person undertakes to provide to the issuer or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.
- 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 by the Multi-Generational Trust.
- These Class B Shares are owned directly by ECG II SPE, LLC ("E-SPE"), an entity which Mr. Garcia wholly owns and controls.
- 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.
- These Class A Units are owned directly by E-SPE and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.
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