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CARVANA CO. — Director's Dealing 2020
Aug 7, 2020
30038_dirs_2020-08-07_191cb65a-7c9c-4767-8288-fbbd4056cd6c.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: 2020-08-07
Reporting Person: BREAUX PAUL W. (See Remarks)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2020-08-07 | Class A Common Stock | C | 30000 | — | Acquired | 39653 | Direct |
| 2020-08-07 | Class A Common Stock | S | 30000 | $201.04 | Disposed | 9653 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2020-08-07 | Class B Units | $4.878 | C | 38806 | Disposed | Class A Common Stock (30000.0) | Direct |
Footnotes
F1: The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 28, 2020. The Reporting Person acquired the Class A Common Stock on August 7, 2020 by exchanging 38,806 Class B common units of Carvana Group, LLC ("Class B Units") for 30,000 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 $190.57 to $222.63 inclusive; the price reported above reflects the volume weighted average sale price.
F4: The exchanged Class B Units have a participation threshold of $4.878. The Class B Units have no expiration date.
F5: The Reporting Person was granted 250,000 Class B Units on December 30, 2015 with a participation threshold of $4.878; 50,000 of which vested on August 3, 2016 and 4,167 of which vest on the first of each month beginning September 1, 2016. The Reporting Person was also granted 12,500 Class B Units on January 29, 2016 with a participation threshold of $4.878; 2,500 of which vested on August 3, 2016 and 209 of which vest on the first of each month beginning September 1, 2016.