X0206 3 2017-04-27 0 0001690820 CARVANA CO. CVNA 0001017608 GARCIA ERNEST C II C/O CARVANA CO. 4020 E. INDIAN SCHOOL ROAD PHOENIX AZ 85018 0 0 1 0 Class B Common Stock 60801458 D Class B Common Stock 9411765 I See Footnote Class B Common Stock 11952000 I See Footnote Class B Common Stock 11952000 I See Footnote Class A Units Class A Common Stock 60801458 D Class A Units Class A Common Stock 9411765 I See Footnote Class A Units Class A Common Stock 11952000 I See Footnote Class A Units Class A Common Stock 11952000 I See Footnote 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. 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. 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. 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. 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. 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. 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. 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. Exhibit List: Exhibit 24 - Power of Attorney /s/ Paul Breaux, by Power of Attorney for Ernest C. Garcia, II 2017-04-27