Filing Details
- Accession Number:
- 0001209191-21-026173
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2021-04-08 20:38:45
- Reporting Period:
- 2021-04-07
- Accepted Time:
- 2021-04-08 20:38:45
- 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 | 100 Crescent Court, Suite 1100 Dallas TX 75201 | No | No | Yes | No | |
| 1704727 | Verde Investments, Inc. | 100 Crescent Court Suite 1100 Dallas TX 75201 | 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 | 2021-04-07 | 5,465 | $0.00 | 5,465 | No | 4 | C | Direct | |
| Class A Common Stock | Disposition | 2021-04-07 | 5,465 | $267.81 | 0 | No | 4 | S | Direct | |
| Class A Common Stock | Acquisiton | 2021-04-07 | 11,988 | $0.00 | 11,988 | No | 4 | C | Direct | |
| Class A Common Stock | Disposition | 2021-04-07 | 11,988 | $268.73 | 0 | No | 4 | S | Direct | |
| Class A Common Stock | Acquisiton | 2021-04-07 | 5,596 | $0.00 | 5,596 | No | 4 | C | Direct | |
| Class A Common Stock | Disposition | 2021-04-07 | 5,596 | $269.42 | 0 | No | 4 | S | Direct | |
| Class A Common Stock | Acquisiton | 2021-04-07 | 1,421 | $0.00 | 1,421 | No | 4 | C | Direct | |
| Class A Common Stock | Disposition | 2021-04-07 | 1,421 | $270.52 | 0 | No | 4 | S | Direct | |
| Class A Common Stock | Acquisiton | 2021-04-07 | 2,035 | $0.00 | 2,035 | No | 4 | C | Direct | |
| Class A Common Stock | Disposition | 2021-04-07 | 2,035 | $271.76 | 0 | No | 4 | S | Direct | |
| Class A Common Stock | Acquisiton | 2021-04-07 | 5,566 | $0.00 | 5,566 | No | 4 | C | Direct | |
| Class A Common Stock | Disposition | 2021-04-07 | 5,566 | $272.77 | 0 | No | 4 | S | Direct | |
| Class A Common Stock | Acquisiton | 2021-04-07 | 5,281 | $0.00 | 5,281 | No | 4 | C | Direct | |
| Class A Common Stock | Disposition | 2021-04-07 | 5,281 | $273.90 | 0 | No | 4 | S | Direct | |
| Class A Common Stock | Acquisiton | 2021-04-07 | 9,858 | $0.00 | 9,858 | No | 4 | C | Direct | |
| Class A Common Stock | Disposition | 2021-04-07 | 9,858 | $274.85 | 0 | No | 4 | S | Direct | |
| Class A Common Stock | Acquisiton | 2021-04-07 | 2,790 | $0.00 | 2,790 | No | 4 | C | Direct | |
| Class A Common Stock | Disposition | 2021-04-07 | 2,790 | $275.48 | 0 | No | 4 | S | Direct | |
| Class B Common Stock | Disposition | 2021-04-07 | 50,000 | $0.00 | 44,056,353 | No | 4 | J | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | C | Direct | |
| No | 4 | S | Direct | |
| No | 4 | C | Direct | |
| No | 4 | S | Direct | |
| No | 4 | C | Direct | |
| No | 4 | S | Direct | |
| No | 4 | C | Direct | |
| No | 4 | S | Direct | |
| No | 4 | C | Direct | |
| No | 4 | S | Direct | |
| No | 4 | C | Direct | |
| No | 4 | S | Direct | |
| No | 4 | C | Direct | |
| No | 4 | S | Direct | |
| No | 4 | C | Direct | |
| No | 4 | S | Direct | |
| No | 4 | C | Direct | |
| No | 4 | S | Direct | |
| No | 4 | J | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Class A Common Stock | Class A Units | Disposition | 2021-04-07 | 62,500 | $0.00 | 50,000 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 55,070,441 | No | 4 | C | Direct |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Class A Common Stock | 555,556 | Indirect | Verde Investments, Inc. |
| Class A Common Stock | 100,000 | Indirect | Ernest C. Garcia III Multi-Generational Trust III |
| Class B Common Stock | 11,834,021 | 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 | 14,792,526 | 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 | 14,792,526 | 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 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").
- 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.
- Column 4 reflects weighted average prices. Shares sold in multiple transactions at prices ranging from $267.13-$268.12 (weighted average $267.8105); $268.13-$269.12 (weighted average $268.7258); $269.13-$270.04 (weighted average $269.4233); $270.19-$271.17 (weighted average $270.5206); $271.24-$272.23 (weighted average $271.7638); $272.25-$273.24 (weighted average $272.7681); $273.29-$274.285 (weighted average $273.9048); $274.31-$275.285 (weighted average $274.8509); and $275.31-$275.945 (weighted average $275.4754), respectively. Reporting person undertakes to provide issuer, securityholder of issuer or SEC staff, upon request, information regarding number of shares sold at each separate price within 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 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 Ernest C. Garcia II.
- 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.
- 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 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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