SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* GARCIA ERNEST C. III (Last) (First) (Middle) C/O CARVANA CO. 1930 W. RIO SALADO PARKWAY (Street) TEMPE AZ 85281 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol CARVANA CO. [ CVNA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer
	3. Date of Earliest Transaction (Month/Day/Year) 07/28/2018
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	07/28/2018		A		13,987(1)	A	$0(1)	197,320	D
Class B Common Stock								3,664,526	D
Class B Common Stock								11,952,000	I	See Footnote(2)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to Buy)	$44.21	07/28/2018		A		15,988		04/01/2019(4)	07/28/2028	Class A Common Stock	15,988	$0	15,988	D
Class A Units	(2)							(2)	(2)	Class A Common Stock	3,664,526		4,580,658	D
Class A Units	(2)(5)							(2)(5)	(2)(5)	Class A Common Stock	11,952,000		14,940,000	I	See Footnote(5)

Explanation of Responses:

1. Represents shares of Class A Common Stock of Carvana Co. (the "Issuer") underlying restricted stock units acquired by the Reporting Person. The restricted stock units vest 25% on April 1, 2019 and monthly thereafter for the following three years, subject to the Reporting Person's continued service with the Issuer.

2. In the 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 an Exchange Agreeement, dated April 27, 2017, by and among the Issuer, Carvana Co. Sub LLC, Carvana Group and the members of Carvana Group, the Class A Units are exchangeable for 0.8 shares of Class A Common Stock of the Issuer, together with an equivalent number of shares of Class B Common Stock of the Issuer.

3. These Class B Shares are held directly by the Ernest Irrevocable 2004 Trust III (the "Trust"). The Reporting Person is the Co-Administrative Trustee and Co-Investment Trustee of the Trust and therefore shares voting and dispositive power over the shares held directly by the Trust. Pursuant to the terms of the Trust, the Reporting Person became the Co-Administrative Trustee and Co-Investment Trustee of the Trust on his 35th birthday, May 15, 2017, which was not a reportable event. Consequently, the Reporting Person is reporting beneficial ownership of the Class B Shares held directly by the Trust for the first time on this Form 4.

4. The non-qualified stock options representing the right to purchase for the exercise price Class A Common Stock of the Issuer vest 25% on April 1, 2019 and monthly thereafter for the following three years, subject to the Reporting Person's continued service with the Issuer.

5. These Class A Units are held directly by the Ernest Irrevocable 2004 Trust III (the "Trust"). The Reporting Person is the Co-Administrative Trustee and Co-Investment Trustee of the Trust and therefore shares voting and dispositive power over the corresponding Class B Shares held directly by the Trust. Pursuant to the terms of the Trust, the Reporting Person became the Co-Administrative Trustee and Co-Investment Trustee of the Trust on his 35th birthday, May 15, 2017, which was not a reportable event. Consequently, the Reporting Person is reporting beneficial ownership of the Class A Units held directly by the Trust for the first time on this Form 4.

Remarks:

	/s/ Paul Breaux, by Power of Attorney for Ernest C. Garcia, III	07/31/2018
	** 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 4 (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).
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