X0206 3 2017-04-27 0 0001690820 CARVANA CO. CVNA 0001700542 KEETON RYAN S. C/O CARVANA CO. 4020 E. INDIAN SCHOOL ROAD PHOENIX AZ 85018 0 1 0 0 Chief Brand Officer Class B Units 0.00 Class A Common Stock D Class B Units 4.88 Class A Common Stock D Class B Units 4.88 Class A Common Stock D Class B Units 5.81 Class A Common Stock D Class B Units 15.00 Class A Common Stock D Mr. Keeton was granted 500,000 Class B common units ("Class B Units") of Carvana Group, LLC ("Carvana Group") on March 24, 2015 with a participation threshold of $0.00; 125,000 vested on the grant date and 8,333 vest on the first of each month beginning April 1, 2015. Mr. Keeton was granted 100,000 Class B Units on March 24, 2015 with a participation threshold of $4.88; 20,000 vested on March 1, 2016 and 1,666 vest on the first of each month thereafter. Mr. Keeton was granted 30,000 Class B Units on January 29, 2016 with a participation threshold of $4.88; 6,000 vested on March 1, 2016 and 500 vest on the first of each month thereafter. Mr. Keeton was granted 25,000 Class B Units on October 21, 2016 with a participation threshold of $5.81; 5,000 vested on January 1, 2017 and 416 vest on the first of each month thereafter. Mr. Keeton was granted 75,000 Class B Units on April 27, 2017 with a participation threshold of $15.00; 15,000 will vest on February 1, 2018 and 1,250 will vest on the first of each month thereafter. 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, Class B Units are exchangeable for a number of shares of the Issuer's Class A Common Stock equal to the Class A Common Stock share value less the applicable participation threshold multiplied by 0.8 times the number of Class B Units being exchanged, divided by the Class A Common Stock share value. Exhibit List: Exhibit 24 - Power of Attorney /s/ Paul Breaux, by Power of Attorney for Ryan S. Keeton 2017-04-27