0001209191-19-020883.txt : 20190321 0001209191-19-020883.hdr.sgml : 20190321 20190321201704 ACCESSION NUMBER: 0001209191-19-020883 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190319 FILED AS OF DATE: 20190321 DATE AS OF CHANGE: 20190321 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GARCIA ERNEST C. II CENTRAL INDEX KEY: 0001017608 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38073 FILM NUMBER: 19698188 MAIL ADDRESS: STREET 1: 1720 W. RIO SALADO PARKWAY STREET 2: SUITE A CITY: TEMPE STATE: AZ ZIP: 85281 FORMER NAME: FORMER CONFORMED NAME: GARCIA ERNEST C II DATE OF NAME CHANGE: 19960626 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VERDE INVESTMENTS, INC. CENTRAL INDEX KEY: 0001704727 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38073 FILM NUMBER: 19698189 BUSINESS ADDRESS: STREET 1: 1720 W. RIO SALADO PARKWAY STREET 2: SUITE A CITY: TEMPE STATE: AZ ZIP: 85281 BUSINESS PHONE: 602.778.5000 MAIL ADDRESS: STREET 1: 1720 W. RIO SALADO PARKWAY STREET 2: SUITE A CITY: TEMPE STATE: AZ ZIP: 85281 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CARVANA CO. CENTRAL INDEX KEY: 0001690820 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 814549921 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1930 W. RIO SALADO PARKWAY CITY: TEMPE STATE: AZ ZIP: 85281 BUSINESS PHONE: (480) 719-8809 MAIL ADDRESS: STREET 1: 1930 W. RIO SALADO PARKWAY CITY: TEMPE STATE: AZ ZIP: 85281 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-03-19 0 0001690820 CARVANA CO. CVNA 0001017608 GARCIA ERNEST C. II 1720 W. RIO SALADO PARKWAY, SUITE A TEMPE AZ 85281 0 0 1 0 0001704727 VERDE INVESTMENTS, INC. 1720 W. RIO SALADO PARKWAY, SUITE A TEMPE AZ 85281 0 0 1 0 Class A Common Stock 2019-03-19 4 C 0 42902 0.00 A 42902 I DriveTime Sales and Finance Company Class A Common Stock 2019-03-19 4 S 0 42902 57.9731 D 0 I DriveTime Sales and Finance Company Class A Common Stock 2019-03-19 4 C 0 1939 0.00 A 1939 I DriveTime Sales and Finance Company Class A Common Stock 2019-03-19 4 S 0 1939 58.4296 D 0 I DriveTime Sales and Finance Company Class A Common Stock 2019-03-20 4 C 0 18107 0.00 A 18107 I DriveTime Sales and Finance Company Class A Common Stock 2019-03-20 4 S 0 18107 57.5638 D 0 I DriveTime Sales and Finance Company Class A Common Stock 2019-03-20 4 C 0 43697 0.00 A 43697 I DriveTime Sales and Finance Company Class A Common Stock 2019-03-20 4 S 0 43697 58.1108 D 0 I DriveTime Sales and Finance Company Class A Common Stock 2019-03-20 4 C 0 8900 0.00 A 8900 I DriveTime Sales and Finance Company Class A Common Stock 2019-03-20 4 S 0 8900 59.2749 D 0 I DriveTime Sales and Finance Company Class A Common Stock 1464517 I Verde Investments, Inc. Class A Common Stock 13691 I Ernest Irrevocable 2004 Trust III Class A Common Stock 100000 I Ernest C. Garcia III Multi-Generational Trust III Class B Common Stock 2019-03-19 4 J 0 44842 0.00 D 1374144 I DriveTime Sales and Finance Company Class B Common Stock 2019-03-20 4 J 0 70704 0.00 D 1303440 I DriveTime Sales and Finance Company Class B Common Stock 52937458 D Class B Common Stock 11952000 I Ernest Irrevocable 2004 Trust III Class B Common Stock 11952000 I Ernest C. Garcia III Multi-Generational Trust III Class B Common Stock 8000000 I ECG II SPE, LLC Class A Units 2019-03-19 4 C 0 56052 0.00 D Class A Common Stock 44841 1717679 I DriveTime Sales and Finance Company Class A Units 2019-03-20 4 C 0 88380 0.00 D Class A Common Stock 70704 1629299 I DriveTime Sales and Finance Company Class A Units Class A Common Stock 66171823 D Class A Units Class A Common Stock 14940000 I Ernest Irrevocable 2004 Trust III Class A Units Class A Common Stock 14940000 I Ernest C. Garcia III Multi-Generational Trust III Class A Units Class A Common Stock 10000000 I ECG II SPE, LLC Reflects the conversion of Class A Common Units ("Class A Units") of Carvana Group, LLC ("Carvana Group") owned directly by DriveTime Sales and Finance Company, LLC ("DriveTime Sales") into shares of Class A Common Stock ("Class A Shares") of the Issuer pursuant to the Exchange Agreement, dated April 27, 2017, by and among the Issuer, Carvana Co. Sub LLC, Carvana Group and the members of Carvana Group (the "Exchange Agreement"). DriveTime Sales is a wholly owned subsidiary of DriveTime Automotive Group, Inc., of which Mr. Garcia is the chairman of the board of directors and the controlling stockholder. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by DriveTime Sales on September 17, 2018. The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $57.34 to $58.325, inclusive (weighted average of $57.9731) and $58.36 to $58.49, inclusive (weighted average of $58.4296) respectively. The reporting person undertakes to provide to the issuer or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $56.865 to $57.86, inclusive (weighted average of $57.5638); $57.865 to $58.84, inclusive (weighted average of $58.1108); and $58.90 to $59.68, inclusive (weighted average of $59.2749), respectively. The reporting person undertakes to provide to the issuer or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. These Class A Shares are owned directly by Verde Investments, Inc., an entity which Mr. Garcia wholly owns and controls. These Class A Shares are owned directly by the Ernest Irrevocable 2004 Trust III (the "2004 Trust"). Mr. Garcia has shared 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 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. Reflects the cancellation for no consideration of Class B Common Stock of the Issuer ("Class B Shares") in connection with the conversion of Class A Units into Class A Shares. Following the reported transaction, the remaining Class B Shares are owned directly by DriveTime Sales. These Class B Shares are owned directly by the 2004 Trust. These Class B Shares are owned directly by the Multi-Generational Trust. These Class B Shares are owned directly by ECG II SPE, LLC ("E-SPE"), an entity which Mr. Garcia wholly owns and controls. These Class A Units are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement. These Class A Units are owned directly by the 2004 Trust and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement. These Class A Units are owned directly by the Multi-Generational Trust and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement. These Class A Units are owned directly by E-SPE and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement. /s/ Ernest C. Garcia II 2019-03-21 /s/ Ernest C. Garcia II, Verde Investments, Inc. 2019-03-21