X0206 3 2017-04-27 0 0001690820 CARVANA CO. CVNA 0001700548 GARCIA ERNEST C. III C/O CARVANA CO. 4020 E. INDIAN SCHOOL ROAD PHOENIX AZ 85018 1 1 1 0 Chief Executive Officer Class B Common Stock 3664526 D Class A Units Class A Common Stock 3664526 D 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) only confer voting rights on the holders thereof and (iii) may only be issued to the permitted holders of Class A Units. 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 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. Exhibit List: Exhibit 24 - Power of Attorney /s/ Paul Breaux, by Power of Attorney for Ernest C. Garcia, III 2017-04-27