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CARVANA CO. — Director's Dealing 2019
May 14, 2019
30038_dirs_2019-05-14_a245a23f-6d0b-4b6b-a95d-7ace67ab0efc.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: CARVANA CO. (CVNA)
CIK: 0001690820
Period of Report: 2019-05-10
Reporting Person: HUSTON BENJAMIN E. (Chief Operating Officer)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2019-05-10 | Class A Common Stock | C | 86537 | — | Acquired | 98809 | Direct |
| 2019-05-10 | Class A Common Stock | S | 86537 | $68.48 | Disposed | 12272 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2019-05-10 | Class B Units | $0.0 | C | 108172 | Disposed | Class A Common Stock (86537.0) | Direct |
Footnotes
F1: The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 14, 2019. The Reporting Person acquired the Class A Common Stock on May 10, 2019 by exchanging 108,172 Class B common units of Carvana Group, LLC ("Class B Units") for 86,537 shares of Class A Common Stock pursuant to an exchange agreement among the Issuer and certain common unit holders of Carvana Group, LLC, dated April 27, 2017 (the "Exchange Agreement").
F2: The Exchange Agreement permits holders of Class B Units to exchange their Class B Units for a number of shares of the Issuer's Class A Common Stock equal to the Class A Common Stock Value less the Adjusted Participation Threshold (as each term is defined in the Exchange Agreement) multiplied by 0.8 times the number of Class B Units being exchanged, divided by the Class A Common Stock Value.
F3: This transaction was executed in multiple trades at prices ranging from $64.77 to $74.50, inclusive; the price reported above reflects the volume weighted average sale price.
F4: The exchanged Class B Units have a participation threshold of $0.00. The Class B Units have no expiration date.
F5: The Reporting Person was granted 1,000,000 Class B common units ("Class B Units") of Carvana Group, LLC ("Carvana Group") on March 24, 2015 with a participation threshold of $0.00; 250,000 vested on the grant date and 16,667 vest on the first of each month thereafter.