SEC Info - CVAN Holdings LLC, et al. - ‘4/A’ for 7/24/19 re: Carvana Co.

<?xml version="1.0" encoding="windows-1252"?>

<issuerName> CARVANA CO. </issuerName>

</issuer>

<rptOwnerName> CVAN Holdings LLC </rptOwnerName>

</reportingOwnerId>

<rptOwnerStreet1> 227 W. MONROE, SUITE 5000 </rptOwnerStreet1>

<rptOwnerCity> CHICAGO </rptOwnerCity>

</reportingOwnerAddress>

</reportingOwnerRelationship>

</reportingOwner>

<rptOwnerName> Delaware Life Holdings Parent, LLC </rptOwnerName>

</reportingOwnerId>

<rptOwnerStreet1> 227 WEST MONROE, SUITE 5000 </rptOwnerStreet1>

<rptOwnerCity> CHICAGO </rptOwnerCity>

</reportingOwnerAddress>

</reportingOwnerRelationship>

</reportingOwner>

<rptOwnerName> Delaware Life Holdings Parent II, LLC </rptOwnerName>

</reportingOwnerId>

<rptOwnerStreet1> 227 WEST MONROE, SUITE 5000 </rptOwnerStreet1>

<rptOwnerCity> CHICAGO </rptOwnerCity>

</reportingOwnerAddress>

</reportingOwnerRelationship>

</reportingOwner>

<rptOwnerName> Delaware Life Holdings Manager, LLC </rptOwnerName>

</reportingOwnerId>

<rptOwnerStreet1> ATTN: JOE NICOSIA </rptOwnerStreet1>

<rptOwnerStreet2> 227 WEST MONROE, SUITE 5000 </rptOwnerStreet2>

<rptOwnerCity> CHICAGO </rptOwnerCity>

</reportingOwnerAddress>

</reportingOwnerRelationship>

</reportingOwner>

<rptOwnerName> Walter Mark </rptOwnerName>

</reportingOwnerId>

<rptOwnerStreet1> 227 WEST MONROE, SUITE 5000 </rptOwnerStreet1>

<rptOwnerCity> CHICAGO </rptOwnerCity>

</reportingOwnerAddress>

</reportingOwnerRelationship>

</reportingOwner>

<value> Forward Sale Contract (obligation to sell) </value>

</securityTitle>

</conversionOrExercisePrice>

</transactionDate>

</transactionCoding>

</transactionTimeliness>

</transactionShares>

</transactionPricePerShare>

</transactionAcquiredDisposedCode>

</transactionAmounts>

</exerciseDate>

</expirationDate>

<value> Class A Common Stock </value>

</underlyingSecurityTitle>

</underlyingSecurityShares>

</underlyingSecurity>

</sharesOwnedFollowingTransaction>

</postTransactionAmounts>

</directOrIndirectOwnership>

</ownershipNature>

</derivativeTransaction>

</derivativeTable>

<footnote id="F1"> On June 14, 2019, CVAN Holdings, LLC ("CVAN") entered into a prepaid variable forward sale contract with an unaffiliated third party, the effectiveness of which was conditioned upon the satisfaction of certain conditions precedent. The conditions precedent were satisfied, and the parties' obligations became fixed, on July 24, 2019. </footnote>

<footnote id="F2"> The contract obligates CVAN to deliver to the counterparty up to 4,300,000 shares of the Issuer's Class A common stock ("Class A Shares") (or at CVAN's election, an equivalent amount of cash) on the maturity date (the nineteenth scheduled trading day following July 11, 2022). In exchange for assuming this obligation, CVAN received a cash payment of $230,727,680. CVAN has pledged 5,375,000 Class A units of Carvana Group, LLC and 4,300,000 shares of Class B common stock of the Issuer (the "Pledged Securities") to secure its obligations under the contract. CVAN retained voting and certain dividend rights in the Pledged Shares during the term of the contract but is required to make cash payments upon the occurrence of certain dividends declared prior to the maturity date. </footnote>

<footnote id="F3"> (continued from Footnote 2) The Pledged Securities are exchangeable for 4,300,000 Class A Shares at any time pursuant to an Exchange Agreement, dated as of April 27, 2017, between the Issuer and CVAN. The Issuer has agreed to physically settle any exchange request received with respect to the Pledged Shares. Prior to the maturity date, CVAN will not be permitted to exchange, transfer or otherwise dispose of the Pledged Securities (other than in connection with the settlement of the contract) and will, at all times, maintain the ability to cover its delivery obligations under the contract. </footnote>

<footnote id="F4"> The transaction will be divided into 20 individual components (each comprising 215,000 Class A Shares) over the 20 trading days up to, and including, the maturity date (the "Valuation Period"). The number of Class A Shares to be delivered to the counterparty with respect to each component at settlement will be based on the volume weighted average closing price of the Class A Shares for each trading day during the Valuation Period (the "Settlement Price") as follows: (A) if the Settlement Price for any component is less than $53.6576, CVAN will deliver for that component 215,000 Class A Shares; (B) if the Settlement Price for any component is less than $73.8582, but equal to or greater than $53.6576, CVAN will deliver for that component a number of Class A Shares equal to (i) 215,000, multiplied by (ii) a ratio equal to $53.6576 divided by the Settlement Price; and </footnote>

<footnote id="F5"> (continued from Footnote 4) (C) if the Settlement Price for any component is equal to or greater than $73.8582, CVAN will deliver for that component a number of shares equal to (i) 215,000, multiplied by (ii) a ratio equal to $53.6576 divided by $73.8582, in each case rounded up to the nearest whole share. </footnote>

<footnote id="F6"> CVAN is a wholly-owned subsidiary of Delaware Life Holdings Parent, LLC ("Parent I"). Parent I is a wholly-owned subsidiary of 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. </footnote>

<footnote id="F7"> The original Form 4, filed on July 26, 2019, is being amended to correct clerical errors in the address and signature information for the reporting persons. </footnote>

</footnotes>

<signatureName> CVAN Holdings, LLC, By: /s/ Joe Nicosia, Vice President </signatureName>

</ownerSignature>

<signatureName> Delaware Life Holdings Parent, LLC, By: /s/ Joe Nicosia, Authorized Person </signatureName>

</ownerSignature>

<signatureName> Delaware Life Holdings Parent II, LLC, By: /s/ Joe Nicosia, Authorized Person </signatureName>

</ownerSignature>

<signatureName> Delaware Life Holdings Manager, LLC, By: /s/ Joe Nicosia, Authorized Person </signatureName>

</ownerSignature>

<signatureName> /s/ Mark Walter </signatureName>

</ownerSignature>

</ownershipDocument>

CVAN Holdings LLC, et al. – ‘4/A’ for 7/24/19 re: Carvana Co.

On: Monday, 7/29/19, at 8:57pm ET · For: 7/24/19 · Accession #: 899243-19-20544 · File #: 1-38073

Previous ‘4’: ‘4’ on 7/26/19 for 7/24/19 · Next: ‘4’ on 4/3/20 for 4/1/20 · Latest: ‘4’ on 12/6/21 for 12/3/21

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

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

CVAN Holdings LLC, et al. – ‘4/A’ for 7/24/19 re: Carvana Co.

On: Monday, 7/29/19, at 8:57pm ET · For: 7/24/19 · Accession #: 899243-19-20544 · File #: 1-38073

Previous ‘4’: ‘4’ on 7/26/19 for 7/24/19 · Next: ‘4’ on 4/3/20 for 4/1/20 · Latest: ‘4’ on 12/6/21 for 12/3/21

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

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

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