SEC Info - Walter Mark, et al. - ‘4’ for 12/3/21 re: Carvana Co.

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CVAN Holdings LLC

(Last)

(First)

(Middle)

227 W. MONROE, SUITE 4800

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CARVANA CO. [ CVNA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/3/21

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	12/3/21		C ⁽¹⁾		4,300,000 ⁽¹⁾	D	$0.00	8,495,376 ⁽¹⁾ ⁽²⁾ ⁽³⁾	D
Class A Common Stock	12/3/21		C ⁽¹⁾		4,300,000	A	$0.00	5,150,000	D
Class A Common Stock	12/3/21		J ⁽⁵⁾		4,300,000	D	$0.00	850,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Units	$0.00	12/3/21		C ⁽¹⁾			5,375,000 ⁽¹⁾ ⁽²⁾	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	4,300,000	$0.00	10,619,220 ⁽¹⁾ ⁽³⁾ ⁽⁴⁾	D
Forward Sale Contract (obligation to sell)	⁽⁵⁾	12/3/21		J			4,300,000	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	4,300,000	⁽⁵⁾	0	D

1. Name and Address of Reporting Person^*

CVAN Holdings LLC

(Last)

(First)

(Middle)

227 W. MONROE, SUITE 4800

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Delaware Life Holdings Parent, LLC

(Last)

(First)

(Middle)

227 WEST MONROE, SUITE 5000

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Delaware Life Holdings Parent II, LLC

(Last)

(First)

(Middle)

227 WEST MONROE, SUITE 5000

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Delaware Life Holdings Manager, LLC

(Last)

(First)

(Middle)

227 WEST MONROE, SUITE 5000

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Walter Mark

(Last)

(First)

(Middle)

227 WEST MONROE, SUITE 5000

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

Explanation of Responses:

(1) On December 3, 2021, CVAN Holdings, LLC ("CVAN") exchanged 5,375,000 Class A common units of Carvana Group, LLC ("Class A Units") and 4,300,000 shares of Class B common stock, par value $0.001 per share, of the Issuer (the "Class B Common Stock") for 4,300,000 shares of Class A common stock, par value $0.001 per share, of the Issuer (the "Class A Common Stock") pursuant to an exchange agreement entered into by and among the Issuer, CVAN and certain other holders of Class A Units immediately prior to the effectiveness of the Registration Statement on Form S-1 (File No. 333-217085) relating to the Issuer's initial public offering (the "Exchange Agreement").

(2) The Exchange Agreement permits holders of Class A Units to exchange their Class A Units for shares of Class A Common Stock at a rate of four shares of Class A Common Stock for every five Class A Units being exchanged. Additionally, to the extent such holders of Class A Units also hold Class B Common Stock, they are required to deliver to the Issuer a number of shares of Class B Common Stock equal to the number of shares of Class A Common Stock being received in the exchange.

(3) CVAN is a wholly-owned subsidiary of Delaware Life Holdings Parent, LLC ("Parent I"). Parent I is a wholly-owned subsidiary Delaware Life Holdings Parent II, LLC ("Parent II"). Each of Parent I and Parent II is managed by Delaware Life Holdings Manager, LLC ("Manager") and each of Parent II and Manager is controlled by Mr. Mark Walter ("Mr. Walter"). Each of Parent I, Parent II, Manager and Mr. Walter may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the shares owned by CVAN.

(4) The Class A Units are exchangeable for shares of Class A Common Stock at a rate of four shares of Class A Common Stock for every five Class A Units being exchanged, or at the Carvana Co. Sub LLC's election, for cash equal to the value of a share of Class A Common Stock multiplied by 0.8 times the number of Class A Units being exchanged. The Class A Units have no expiration date.

(5) On June 14, 2019, CVAN entered into a prepaid variable forward sale contract (as amended on September 30, 2021, the "VPF) with an unaffiliated third party (the "Counterparty"), the effectiveness of which was conditioned upon the satisfaction of certain conditions precedent. On December 3, 2021, CVAN and the Counterparty terminated the VPF. Pursuant to the terms of the termination, CVAN will pay to the Counterparty $1,800,000 and deliver 4,300,000 shares of Class A Common Stock. In order to satisfy its obligation to deliver 4,300,000 shares of Class A Comon Stock under the terms of the termination, CVAN has exchanged 5,375,000 Class A Units and 4,3000,000 shares of Class B Common Stock, that were previously pledged to the Counterparty under the terms of the prepaid variable forward sale contract, into 5,375,000 shares of Class A Common Stock.

Remarks:

	CVAN Holdings, LLC, By: /s/ Joe Nicosia, Vice President	12/6/21
	Delaware Life Holdings Parent, LLC, By: /s/ Joe Nicosia, Authorized Person	12/6/21
	Delaware Life Holdings Parent II, LLC, By: /s/ Joe Nicosia, Authorized Person	12/6/21
	Delaware Life Holdings Manager, LLC, By: /s/ Joe Nicosia, Authorized Person	12/6/21
	/s/ Mark Walter	12/6/21
	** 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 Number.

____________ Transaction Codes:
C	Conversion of derivative security.
J	Other acquisition or disposition.

Walter Mark, et al. – ‘4’ for 12/3/21 re: Carvana Co.

On: Monday, 12/6/21, at 7:54pm ET · For: 12/3/21 · Accession #: 899243-21-47008 · File #: 1-38073

Previous ‘4’: ‘4’ on 5/26/21 for 5/24/21 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
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Walter Mark, et al. – ‘4’ for 12/3/21 re: Carvana Co.

On: Monday, 12/6/21, at 7:54pm ET · For: 12/3/21 · Accession #: 899243-21-47008 · File #: 1-38073

Previous ‘4’: ‘4’ on 5/26/21 for 5/24/21 · Latest ‘4’: This Filing

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

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

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