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