0001209191-23-046946.txt : 20230822
0001209191-23-046946.hdr.sgml : 20230822
20230822180920
ACCESSION NUMBER: 0001209191-23-046946
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230818
FILED AS OF DATE: 20230822
DATE AS OF CHANGE: 20230822
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: 231194736
MAIL ADDRESS:
STREET 1: 100 CRESCENT COURT
STREET 2: SUITE 1100
CITY: DALLAS
STATE: TX
ZIP: 75201
FORMER NAME:
FORMER CONFORMED NAME: GARCIA ERNEST C II
DATE OF NAME CHANGE: 19960626
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ECG II SPE, LLC
CENTRAL INDEX KEY: 0001754720
STATE OF INCORPORATION: AZ
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38073
FILM NUMBER: 231194734
BUSINESS ADDRESS:
STREET 1: 1720 W. RIO SALADO PARKWAY
STREET 2: SUITE A
CITY: TEMPE
STATE: AZ
ZIP: 85281
BUSINESS PHONE: 602.778.5003
MAIL ADDRESS:
STREET 1: 1720 W. RIO SALADO PARKWAY
STREET 2: SUITE A
CITY: TEMPE
STATE: AZ
ZIP: 85281
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: 231194735
BUSINESS ADDRESS:
STREET 1: 100 CRESCENT COURT
STREET 2: SUITE 1100
CITY: DALLAS
STATE: TX
ZIP: 75201
BUSINESS PHONE: 602.778.5000
MAIL ADDRESS:
STREET 1: 100 CRESCENT COURT
STREET 2: SUITE 1100
CITY: DALLAS
STATE: TX
ZIP: 75201
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: 300 E. RIO SALADO PARKWAY
CITY: TEMPE
STATE: AZ
ZIP: 85281
BUSINESS PHONE: (480) 719-8809
MAIL ADDRESS:
STREET 1: 300 E. RIO SALADO PARKWAY
CITY: TEMPE
STATE: AZ
ZIP: 85281
4
1
doc4.xml
FORM 4 SUBMISSION
X0508
4
2023-08-18
0
0001690820
CARVANA CO.
CVNA
0001017608
GARCIA ERNEST C. II
100 CRESCENT COURT, SUITE 1100
DALLAS
TX
75201
0
0
1
0
0001704727
VERDE INVESTMENTS, INC.
100 CRESCENT COURT
SUITE 1100
DALLAS
TX
75201
0
0
1
0
0001754720
ECG II SPE, LLC
100 CRESCENT COURT
SUITE 1100
DALLAS
TX
75201
0
0
1
0
0
Class B Common Stock
2023-08-18
4
A
0
2504859
37.048
A
41442317
D
Class A Common Stock
3362500
D
Class A Common Stock
2578314
I
Verde Investments, Inc.
Class A Common Stock
850000
I
Ernest Irrevocable 2004 Trust III
Class A Common Stock
950000
I
Ernest C. Garcia III Multi-Generational Trust III
Class B Common Stock
11834021
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
2023-08-18
4
A
0
3131074
37.048
A
Class A Common Stock
2504859
51802896
D
Class A Units
Class A Common Stock
14792526
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
On August 18, 2023, the Issuer entered into a Securities Purchase Agreement with Carvana Group, LLC ("Carvana Group"), the Reporting Person and Ernest C. Garcia, III, pursuant to which the Reporting Person agreed to purchase 3,131,074 Class A Units for a per unit purchase price of $37.048 and will receive, for no additional consideration, 2,504,859 shares of Class B Common Stock.
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 may have shared voting and dispositive power with respect to the Class A Shares held by the 2004 Trust. Mr. Garcia is a non-voting co-trustee with respect to the 2004 Trust and Mr. Garcia's son, Ernest C. Garcia III, is the sole beneficiary.
These Class A Shares are owned directly by the Ernest C. Garcia III Multi-Generational Trust III (the "Multi-Generational Trust"). Mr. Garcia may have shared voting and dispositive power with respect to the Class A Shares held by the Multi-Generational Trust. Mr. Garcia is a non-voting co-trustee with respect to the Multi-Generational Trust, and Ernest C. Garcia III and his children are the sole beneficiaries.
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, dated April 27, 2017, by and among the Issuer, Carvana Co. Sub LLC, Carvana Group and the members of Carvana Group (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
2023-08-22
/s/ Ernest C. Garcia II, Verde Investments, Inc.
2023-08-22
/s/ Ernest C. Garcia II, ECG II SPE, LLC
2023-08-22