SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

GARCIA ERNEST C II

(Last)

(First)

(Middle)

C/O CARVANA CO.

4020 E. INDIAN SCHOOL ROAD

(Street)

PHOENIX

85018

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/27/2017

3. Issuer Name and Ticker or Trading Symbol
CARVANA CO. [ CVNA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	60,801,458⁽¹⁾	D
Class B Common Stock	9,411,765⁽¹⁾	I	See Footnote⁽²⁾
Class B Common Stock	11,952,000⁽¹⁾	I	See Footnote⁽³⁾
Class B Common Stock	11,952,000⁽¹⁾	I	See Footnote⁽⁴⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Units	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	60,801,458	⁽⁵⁾	D
Class A Units	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	9,411,765	⁽⁵⁾	I	See Footnote⁽⁶⁾
Class A Units	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	11,952,000	⁽⁵⁾	I	See Footnote⁽⁷⁾
Class A Units	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	11,952,000	⁽⁵⁾	I	See Footnote⁽⁸⁾

Explanation of Responses:

1. In the reorganization of Carvana Group, LLC ("Carvana Group") and the creation of the Issuer as a public holding company for Carvana Group (the "Reorganization"), shares of the Class B common stock, par value $0.001 per share, of the Issuer (the "Class B Shares") were issued and sold at par value to members of Carvana Group holding Class A Common Units of Carvana Group (the "Class A Units") prior to the Reorganization. Four Class B Shares were issued and sold for every five Class A Units owned by a member. Pursuant to the Issuer's Amended and Restated Certificate of Incorporation filed in connection with the Reorganization, the Class B Shares (i) confer no economic rights on the holders thereof, (ii) confer only voting rights on the holders thereof and (iii) may be issued only to the permitted holders of Class A Units.

2. These Class B Shares are owned directly by DriveTime Sales and Finance Company LLC ("DriveTime Sales"). Mr. Garcia is the chairman of the board of directors and largest stockholder of DriveTime Automotive Group, Inc. ("DriveTime"), of which DriveTime Sales is a wholly owned subsidiary.

3. These Class B Shares are owned directly by the Ernest Irrevocable 2004 Trust III (the "2004 Trust"). Mr. Garcia has sole 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.

4. These Class B 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.

5. Pursuant to the Exchange Agreeement, dated April 27, 2017, by and among the Issuer, Carvana Co. Sub LLC, Carvana Group and the members of Carvana Group (the "Exchange Agreement"), the Class A Units (together with 0.8 Class B Shares for every Class A Unit) are exchangeable for 0.8 shares of Class A Common Stock, par value $0.001 per share, of the Issuer.

6. These Class A Units are owned directly by DriveTime Sales and are exchangeable for 0.8 shares of the Issuer's Class A Common Stock, par value $0.001 per share, pursuant to the Exchange Agreement. Mr. Garcia is the chairman of the board of directors and largest stockholder of DriveTime, of which DriveTime Sales is a wholly owned subsidiary.

7. These Class A Units are owned directly by the 2004 Trust and are exchangeable for 0.8 shares of the Issuer's Class A Common Stock, par value $0.001 per share, pursuant to the Exchange Agreement. Mr. Garcia has sole 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.

8. These Class A Units are owned directly by the Multi-Generational Trust and are exchangeable for 0.8 shares of the Issuer's Class A Common Stock, par value $0.001 per share, pursuant to the Exchange Agreement. 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.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Paul Breaux, by Power of Attorney for Ernest C. Garcia, II	04/27/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.