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CARVANA CO. — Director's Dealing 2020
Dec 1, 2020
30038_dirs_2020-12-01_370a79a0-2583-4732-9639-13429d55cd3f.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: 2020-11-27
Reporting Person: HUSTON BENJAMIN E. (Chief Operating Officer)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2020-11-27 | Class A Common Stock | C | 3700 | — | Acquired | 37742 | Direct |
| 2020-11-27 | Class A Common Stock | S | 3700 | $250 | Disposed | 34042 | Direct |
| 2020-11-30 | Class A Common Stock | C | 6300 | — | Acquired | 40342 | Direct |
| 2020-11-30 | Class A Common Stock | S | 6300 | $249.95 | Disposed | 34042 | Direct |
| 2020-12-01 | Class A Common Stock | F | 214 | $251.13 | Disposed | 33828 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2020-11-27 | Class B Units | $0.0 | C | 4625 | Disposed | Class A Common Stock (3700.0) | Direct | |
| 2020-11-30 | Class B Units | $0.0 | C | 7875 | Disposed | Class A Common Stock (6300.0) | Direct |
Footnotes
F1: The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 3, 2020 (the "10b5-1 Plan"). The Reporting Person acquired the Class A Common Stock on November 27, 2020 by exchanging 4,625 Class B common units of Carvana Group, LLC ("Class B Units") for 3,700 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 theAdjusted 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 $249.75 to $250.46, inclusive; the price reported above reflects the volume weighted average sale price.
F4: The reported sales were effected pursuant to the 10b5-1 Plan. The Reporting Person acquired the Class A Common Stock on November 30, 2020 by exchanging 7,875 Class B Units for 6,300 shares of Class A Common Stock pursuant to the Exchange Agreement.
F5: This transaction was executed in multiple trades at prices ranging from $249.75 to $250.45, inclusive; the price reported above reflects the volume weighted average sale price.
F6: Represents total number of shares of Class A Common Stock of the Issuer withheld for taxes upon vesting of restricted stock units pursuant to various awards.
F7: The exchanged Class B Units have a participation threshold of $0.00. The Class B Units have no expiration date.
F8: The Reporting Person was granted 1,000,000 Class B Units 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.