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Garcia Ernest C. II, et al. – ‘4’ for 4/30/24 re: Carvana Co.

On:  Thursday, 5/2/24, at 6:23pm ET   ·   For:  4/30/24   ·   As:  10% Owner   ·   Accession #:  950170-24-52367   ·   File #:  1-38073

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/02/24  Garcia Ernest C. II               4          10% Owner   1:21K  Carvana Co.                       Donnelley … Solutions/FA
          Ecg II Spe, LLC
          Verde Investments, Inc.

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML     20K 
                Securities by an Insider -- ownership.xml/5.8


        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
SEC Info℠ rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider
 

The SEC has not released XSLT Stylesheets needed to render this File’s XML Data as a Form.

This is our “Plain Text” rendering:
 
                                                                                                                                                                                
Ownership Document
 
Schema Version:  X0508
Document Type:  4
Period of Report:  4/30/24
Issuer:
Issuer CIK:  1690820
Issuer Name:  CARVANA CO.
Issuer Trading Symbol:  CVNA
Reporting Owner:
Reporting Owner ID:
Owner CIK:  1017608
Owner Name:  GARCIA ERNEST C. II
Reporting Owner Address:
Owner Street 1:  100 CRESCENT COURT, SUITE 1100
Owner Street 2:
Owner City:  DALLAS
Owner State:  TX
Owner ZIP Code:  75201
Owner State Description:
Reporting Owner Relationship:
Is Director?  No
Is Officer?  No
Is Ten Percent Owner?  Yes
Is Other?  No
Reporting Owner:
Reporting Owner ID:
Owner CIK:  1704727
Owner Name:  VERDE INVESTMENTS, INC.
Reporting Owner Address:
Owner Street 1:  100 CRESCENT COURT
Owner Street 2:  SUITE 1100
Owner City:  DALLAS
Owner State:  TX
Owner ZIP Code:  75201
Owner State Description:
Reporting Owner Relationship:
Is Director?  No
Is Officer?  No
Is Ten Percent Owner?  Yes
Is Other?  No
Reporting Owner:
Reporting Owner ID:
Owner CIK:  1754720
Owner Name:  ECG II SPE, LLC
Reporting Owner Address:
Owner Street 1:  100 CRESCENT COURT
Owner Street 2:  SUITE 1100
Owner City:  DALLAS
Owner State:  TX
Owner ZIP Code:  75201
Owner State Description:
Reporting Owner Relationship:
Is Director?  No
Is Officer?  No
Is Ten Percent Owner?  Yes
Is Other?  No
Aff 10b5 One?  Yes
Non-Derivative Table:
Non-Derivative Transaction:
Security Title:
Value:  Class A Common Stock
Transaction Date:
Value:  4/30/24
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  S
Equity Swap Involved?  No
Footnote ID:  F1
Transaction Amounts:
Transaction Shares:
Value:  33,253
Transaction Price Per Share:
Value:  82.0025
Footnote ID:  F2
Transaction Acquired-Disposed Code:
Value:  D
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  3,179,247
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Non-Derivative Transaction:
Security Title:
Value:  Class A Common Stock
Transaction Date:
Value:  4/30/24
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  S
Equity Swap Involved?  No
Footnote ID:  F1
Transaction Amounts:
Transaction Shares:
Value:  16,747
Transaction Price Per Share:
Value:  82.7051
Footnote ID:  F2
Transaction Acquired-Disposed Code:
Value:  D
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  3,162,500
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Non-Derivative Transaction:
Security Title:
Value:  Class A Common Stock
Transaction Date:
Value:  5/1/24
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  S
Equity Swap Involved?  No
Footnote ID:  F1
Transaction Amounts:
Transaction Shares:
Value:  26,533
Transaction Price Per Share:
Value:  82.3881
Footnote ID:  F3
Transaction Acquired-Disposed Code:
Value:  D
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  3,135,967
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Non-Derivative Transaction:
Security Title:
Value:  Class A Common Stock
Transaction Date:
Value:  5/1/24
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  S
Equity Swap Involved?  No
Footnote ID:  F1
Transaction Amounts:
Transaction Shares:
Value:  15,788
Transaction Price Per Share:
Value:  83.5366
Footnote ID:  F3
Transaction Acquired-Disposed Code:
Value:  D
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  3,120,179
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Non-Derivative Transaction:
Security Title:
Value:  Class A Common Stock
Transaction Date:
Value:  5/1/24
Transaction Coding:
Transaction Form Type:  4
Transaction Code:  S
Equity Swap Involved?  No
Footnote ID:  F1
Transaction Amounts:
Transaction Shares:
Value:  7,679
Transaction Price Per Share:
Value:  84.1879
Footnote ID:  F3
Transaction Acquired-Disposed Code:
Value:  D
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  3,112,500
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Non-Derivative Holding:
Security Title:
Value:  Class A Common Stock
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  2,578,314
Ownership Nature:
Direct or Indirect Ownership:
Value:  I
Nature of Ownership:
Value:  Verde Investments, Inc.
Footnote ID:  F4
Non-Derivative Holding:
Security Title:
Value:  Class A Common Stock
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  850,000
Ownership Nature:
Direct or Indirect Ownership:
Value:  I
Nature of Ownership:
Value:  Ernest Irrevocable 2004 Trust III
Footnote ID:  F5
Non-Derivative Holding:
Security Title:
Value:  Class A Common Stock
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  950,000
Ownership Nature:
Direct or Indirect Ownership:
Value:  I
Nature of Ownership:
Value:  Ernest C. Garcia III Multi-Generational Trust III
Footnote ID:  F6
Non-Derivative Holding:
Security Title:
Value:  Class B Common Stock
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  41,442,317
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Non-Derivative Holding:
Security Title:
Value:  Class B Common Stock
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  11,834,021
Ownership Nature:
Direct or Indirect Ownership:
Value:  I
Nature of Ownership:
Value:  Ernest Irrevocable 2004 Trust III
Footnote ID:  F7
Non-Derivative Holding:
Security Title:
Value:  Class B Common Stock
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  11,952,000
Ownership Nature:
Direct or Indirect Ownership:
Value:  I
Nature of Ownership:
Value:  Ernest C. Garcia III Multi-Generational Trust III
Footnote ID:  F8
Non-Derivative Holding:
Security Title:
Value:  Class B Common Stock
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  8,000,000
Ownership Nature:
Direct or Indirect Ownership:
Value:  I
Nature of Ownership:
Value:  ECG II SPE, LLC
Footnote ID:  F9
Derivative Table:
Derivative Holding:
Security Title:
Value:  Class A Units
Conversion or Exercise Price:
Footnote ID:  F10
Exercise Date:
Footnote ID:  F10
Expiration Date:
Footnote ID:  F10
Underlying Security:
Underlying Security Title:
Value:  Class A Common Stock
Underlying Security Shares:
Value:  51,802,896
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  51,802,896
Ownership Nature:
Direct or Indirect Ownership:
Value:  D
Derivative Holding:
Security Title:
Value:  Class A Units
Conversion or Exercise Price:
Footnote ID:  F11
Exercise Date:
Footnote ID:  F11
Expiration Date:
Footnote ID:  F11
Underlying Security:
Underlying Security Title:
Value:  Class A Common Stock
Underlying Security Shares:
Value:  14,792,526
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  14,792,526
Ownership Nature:
Direct or Indirect Ownership:
Value:  I
Nature of Ownership:
Value:  Ernest Irrevocable 2004 Trust III
Derivative Holding:
Security Title:
Value:  Class A Units
Conversion or Exercise Price:
Footnote ID:  F12
Exercise Date:
Footnote ID:  F12
Expiration Date:
Footnote ID:  F12
Underlying Security:
Underlying Security Title:
Value:  Class A Common Stock
Underlying Security Shares:
Value:  14,940,000
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  14,940,000
Ownership Nature:
Direct or Indirect Ownership:
Value:  I
Nature of Ownership:
Value:  Ernest C. Garcia III Multi-Generational Trust III
Derivative Holding:
Security Title:
Value:  Class A Units
Conversion or Exercise Price:
Footnote ID:  F13
Exercise Date:
Footnote ID:  F13
Expiration Date:
Footnote ID:  F13
Underlying Security:
Underlying Security Title:
Value:  Class A Common Stock
Underlying Security Shares:
Value:  10,000,000
Post-Transaction Amounts:
Shares Owned Following Transaction:
Value:  10,000,000
Ownership Nature:
Direct or Indirect Ownership:
Value:  I
Nature of Ownership:
Value:  ECG II SPE, LLC
Footnotes:
Footnote - F1:  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 March 11, 2024.
Footnote - F2:  The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $81.42 to $82.41, inclusive (weighted average of $82.0025) and $82.42 to $83.27, inclusive (weighted average of $82.7051), 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.
Footnote - F3:  The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $82.00 to $82.99, inclusive (weighted average of $82.3881); $83.00 to $83.9850, inclusive (weighted average of $83.5366) and $84.00 to $84.78, inclusive (weighted average of $84.1879), 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.
Footnote - F4:  These Class A Shares are owned directly by Verde Investments, Inc., an entity which Mr. Garcia wholly owns and controls.
Footnote - F5:  These Class A Shares are owned directly by the Ernest Irrevocable 2004 Trust III (the "2004 Trust"). Mr. Garcia may have shared voting and dispositive power with respect to the Class A Shares held by the 2004 Trust. Mr. Garcia is a non-voting co-trustee with respect to the 2004 Trust and Mr. Garcia's son, Ernie Garcia III, is the sole beneficiary.
Footnote - F6:  These Class A Shares are owned directly by the Ernest C. Garcia III Multi-Generational Trust III (the "Multi-Generational Trust"). Mr. Garcia may have shared voting and dispositive power with respect to the Class A Shares held by the Multi-Generational Trust. Mr. Garcia is a non-voting co-trustee with respect to the Multi-Generational Trust, and Ernie Garcia III and his children are the sole beneficiaries.
Footnote - F7:  These Class B Shares are owned directly by the 2004 Trust.
Footnote - F8:  These Class B Shares are owned directly by the Multi-Generational Trust.
Footnote - F9:  These Class B Shares are owned directly by ECG II SPE, LLC ("E-SPE"), an entity which Mr. Garcia wholly owns and controls.
Footnote - F10:  These Class A Units are exchangeable for 0.8 Class A Shares 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").
Footnote - F11:  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.
Footnote - F12:  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.
Footnote - F13:  These Class A Units are owned directly by E-SPE and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.
Owner Signature:
Signature Name:  /s/ Ernest C. Garcia II
Signature Date:  5/2/24
Owner Signature:
Signature Name:  /s/ Ernest C. Garcia II, Verde Investments, Inc.
Signature Date:  5/2/24
Owner Signature:
Signature Name:  /s/ Ernest C. Garcia II, ECG II SPE, LLC
Signature Date:  5/2/24


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