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

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1. Name and Address of Reporting Person* CVAN Holdings LLC (Last) (First) (Middle) 227 W. MONROE, SUITE 4800 (Street) CHICAGO IL 60606 (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) Form filed by One Reporting Person X 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	13,795,376(1)(2)(3)	D

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class A Common Units	(4)	(4)	Class A Common Stock	13,795,376(1)(3)(4)	(4)	D

1. Name and Address of Reporting Person* CVAN Holdings LLC (Last) (First) (Middle) 227 W. MONROE, SUITE 4800 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Delaware Life Holdings Parent, LLC (Last) (First) (Middle) 227 WEST MONROE, SUITE 4800 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Delaware Life Holdings Parent II, LLC (Last) (First) (Middle) 227 WEST MONROE, SUITE 4800 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Delaware Life Holdings Manager, LLC (Last) (First) (Middle) 227 WEST MONROE, SUITE 4800 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Walter Mark (Last) (First) (Middle) 227 W. MONROE, SUITE 4800 (Street) CHICAGO IL 60606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Acquired on April 27, 2017 pursuant to a subscription agreement entered into with the Issuer immediately prior to the effectiveness of the Registration Statement on Form S-1 (File No. 333-217085) relating to the Issuer's initial public offering (the "Registration Statement"). Prior to the effectiveness of the Registration Statement, (i) CVAN Holdings, LLC ("CVAN") sold to Mr. Ernie Garcia, II approximately 5,404,313 Class C preferred units of Carvana Group, LLC ("Carvana Group") in connection with exercise of a call option previously granted to Mr. Garcia; (ii) all of the outstanding Class C preferred units of Carvana Group, were converted into an equal number of Class A common units of Carvana Group (each a "Class A Unit"); and (iii) immediately following such conversion, the Issuer issued to each holder of Class A Units four shares Class B common stock, par value $0.001 per share (the "Class B Common Stock"), for every five Class A Units owned by such holder.

2. Concurrently with the issuance of the Class B Common Stock, the Issuer entered into an exchange agreement with each holder of Class A Units pursuant to which such holders may exchange their Class A Units for shares of Class A common stock, par value $0.001 per share (the "Class A Common Stock"), a rate of four shares of Class A Common Stock for every five Class A Units being exchanged or, at the Issuer's election, for cash equal to the value of a share of Class A Common Stock multiplied by 0.8 times the number of Class A Units being exchanged. Additionally, to the extent such holders of Class A Units also hold Class B Common Stock, they are required to deliver to the Issuer a number of shares of Class B Common Stock equal to the number of share of Class A Common Stock being issued in connection with any exchange.

3. CVAN is a wholly-owned subsidiary of Delaware Life Holdings Parent, LLC ("Parent I"). Parent I is a wholly-owned subsidiary Delaware Life Holdings Parent II, LLC ("Parent II"). Each of Parent I and Parent II is managed by Delaware Life Holdings Manager, LLC ("Manager") and each of Parent II and Manager is controlled by Mr. Mark Walter ("Mr. Walter"). Each of Parent I, Parent II, Manager and Mr. Walter may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the shares owned by CVAN.

4. Represents Class A Units issued upon the conversion of the Class C preferred units of Carvana Group prior to the effectiveness of the Registration Statement. The Class A Units are exchangeable for shares of Class A Common Stock a rate of four shares of Class A Common Stock for every five Class A Units being exchanged or, at the Issuer's election, for cash equal to the value of a share of Class A Common Stock multiplied by 0.8 times the number of Class A Units being exchanged. The Class A Units have no expiration date.

Remarks:

	/s/ Alejandro Longoria, Vice President	04/27/2017
	/s/ Alejandro Longoria, Vice President	04/27/2017
	/s/ Alejandro Longoria, Vice President	04/27/2017
	/s/ Alejandro Longoria, Vice President	04/27/2017
	/s/ Mark Walter	04/27/2017
	** Signature of Reporting Person	Date
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