AI assistant
CARVANA CO. — Director's Dealing 2020
Dec 1, 2020
30038_dirs_2020-12-01_69621f50-b524-4b8a-8589-bdf7e306f642.zip
Director's Dealing
Open in viewerOpens in your device viewer
SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: CARVANA CO. (CVNA)
CIK: 0001690820
Period of Report: 2020-11-27
Reporting Person: GARCIA ERNEST C. II (10% Owner)
Reporting Person: VERDE INVESTMENTS, INC. (10% Owner)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2020-11-27 | Class A Common Stock | C | 688 | $0.00 | Acquired | 688 | Direct |
| 2020-11-27 | Class A Common Stock | S | 688 | $242.0572 | Disposed | 0 | Direct |
| 2020-11-27 | Class A Common Stock | C | 100 | $0.00 | Acquired | 100 | Direct |
| 2020-11-27 | Class A Common Stock | S | 100 | $242.68 | Disposed | 0 | Direct |
| 2020-11-27 | Class A Common Stock | C | 900 | $0.00 | Acquired | 900 | Direct |
| 2020-11-27 | Class A Common Stock | S | 900 | $244.6422 | Disposed | 0 | Direct |
| 2020-11-27 | Class A Common Stock | C | 700 | $0.00 | Acquired | 700 | Direct |
| 2020-11-27 | Class A Common Stock | S | 700 | $245.4571 | Disposed | 0 | Direct |
| 2020-11-27 | Class A Common Stock | C | 1500 | $0.00 | Acquired | 1500 | Direct |
| 2020-11-27 | Class A Common Stock | S | 1500 | $246.634 | Disposed | 0 | Direct |
| 2020-11-27 | Class A Common Stock | C | 8915 | $0.00 | Acquired | 8915 | Direct |
| 2020-11-27 | Class A Common Stock | S | 8915 | $247.8021 | Disposed | 0 | Direct |
| 2020-11-27 | Class A Common Stock | C | 12292 | $0.00 | Acquired | 12292 | Direct |
| 2020-11-27 | Class A Common Stock | S | 12292 | $248.7179 | Disposed | 0 | Direct |
| 2020-11-27 | Class A Common Stock | C | 4405 | $0.00 | Acquired | 4405 | Direct |
| 2020-11-27 | Class A Common Stock | S | 4405 | $249.5771 | Disposed | 0 | Direct |
| 2020-11-27 | Class A Common Stock | C | 500 | $0.00 | Acquired | 500 | Direct |
| 2020-11-27 | Class A Common Stock | S | 500 | $250.402 | Disposed | 0 | Direct |
| 2020-11-27 | Class B Common Stock | J | 30000 | $0.00 | Disposed | 50337458 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2020-11-27 | Class A Units | $ | C | 37500 | Disposed | Class A Common Stock (30000) | Direct |
Holdings (Non-Derivative)
| Security | Shares | Ownership |
|---|---|---|
| Class A Common Stock | 555556 | Indirect |
| Class A Common Stock | 100000 | Indirect |
| Class B Common Stock | 11834021 | Indirect |
| Class B Common Stock | 11952000 | Indirect |
| Class B Common Stock | 8000000 | Indirect |
Holdings (Derivative)
| Security | Exercise Price | Expiration | Underlying | Shares | Ownership |
|---|---|---|---|---|---|
| Class A Units | $ | Class A Common Stock () | 14792526 | Indirect | |
| Class A Units | $ | Class A Common Stock () | 14940000 | Indirect | |
| Class A Units | $ | Class A Common Stock () | 10000000 | Indirect |
Footnotes
F1: 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").
F2: 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.
F3: Column 4 reflects weighted average prices. These shares were sold in multiple transactions at prices ranging from $241.56-$242.47 inclusive (weighted average of $242.0572); $243.99-$244.93 inclusive (weighted average of $244.6422); $245.15-$245.93 inclusive (weighted average of $245.4571); $246.17-$247.13 inclusive (weighted average of $246.6340); $247.18-$248.17 inclusive (weighted average of $247.8021); $248.19-$249.18 inclusive (weighted average of $248.7179); $249.25-$250.00 inclusive (weighted average of $249.5771); and $250.38-$250.43 inclusive (weighted average of $250.4020), respectively. The reporting person undertakes to provide issuer, a securityholder of the issuer or to SEC staff, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.
F4: These Class A Shares are owned directly by Verde Investments, Inc., an entity which Mr. Garcia wholly owns and controls.
F5: 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.
F6: 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.
F7: 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.
F8: These Class B Shares are owned directly by the Multi-Generational Trust.
F9: These Class B Shares are owned directly by ECG II SPE, LLC ("E-SPE"), an entity which Mr. Garcia wholly owns and controls.
F10: 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.
F11: 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.
F12: These Class A Units are owned directly by E-SPE and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.