X0206 3 2017-04-27 0 0001690820 CARVANA CO. CVNA 0001705079 CVAN Holdings LLC 227 W. MONROE, SUITE 4800 CHICAGO IL 60606 0 0 1 0 0001705178 Delaware Life Holdings Parent, LLC 227 WEST MONROE, SUITE 4800 CHICAGO IL 60606 0 0 1 0 0001705179 Delaware Life Holdings Parent II, LLC 227 WEST MONROE, SUITE 4800 CHICAGO IL 60606 0 0 1 0 0001705180 Delaware Life Holdings Manager, LLC 227 WEST MONROE, SUITE 4800 CHICAGO IL 60606 0 0 1 0 0001705117 Walter Mark 227 W. MONROE, SUITE 4800 CHICAGO IL 60606 0 0 1 0 Class B Common Stock 13795376 D Class A Common Units Class A Common Stock 13795376 D Acquired on April 27, 2017 pursuant to a subscription agreement entered into with the Issuer immediately prior to the effectiveness of the Registration Statement on Form S-1 (File No. 333-217085) relating to the Issuer's initial public offering (the "Registration Statement"). Prior to the effectiveness of the Registration Statement, (i) CVAN Holdings, LLC ("CVAN") sold to Mr. Ernie Garcia, II approximately 5,404,313 Class C preferred units of Carvana Group, LLC ("Carvana Group") in connection with exercise of a call option previously granted to Mr. Garcia; (ii) all of the outstanding Class C preferred units of Carvana Group, were converted into an equal number of Class A common units of Carvana Group (each a "Class A Unit"); and (iii) immediately following such conversion, the Issuer issued to each holder of Class A Units four shares Class B common stock, par value $0.001 per share (the "Class B Common Stock"), for every five Class A Units owned by such holder. Concurrently with the issuance of the Class B Common Stock, the Issuer entered into an exchange agreement with each holder of Class A Units pursuant to which such holders may exchange their Class A Units for shares of Class A common stock, par value $0.001 per share (the "Class A Common Stock"), a rate of four shares of Class A Common Stock for every five Class A Units being exchanged or, at the Issuer's election, for cash equal to the value of a share of Class A Common Stock multiplied by 0.8 times the number of Class A Units being exchanged. Additionally, to the extent such holders of Class A Units also hold Class B Common Stock, they are required to deliver to the Issuer a number of shares of Class B Common Stock equal to the number of share of Class A Common Stock being issued in connection with any exchange. CVAN is a wholly-owned subsidiary of Delaware Life Holdings Parent, LLC ("Parent I"). Parent I is a wholly-owned subsidiary Delaware Life Holdings Parent II, LLC ("Parent II"). Each of Parent I and Parent II is managed by Delaware Life Holdings Manager, LLC ("Manager") and each of Parent II and Manager is controlled by Mr. Mark Walter ("Mr. Walter"). Each of Parent I, Parent II, Manager and Mr. Walter may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the shares owned by CVAN. Represents Class A Units issued upon the conversion of the Class C preferred units of Carvana Group prior to the effectiveness of the Registration Statement. The Class A Units are exchangeable for shares of Class A Common Stock a rate of four shares of Class A Common Stock for every five Class A Units being exchanged or, at the Issuer's election, for cash equal to the value of a share of Class A Common Stock multiplied by 0.8 times the number of Class A Units being exchanged. The Class A Units have no expiration date. /s/ Alejandro Longoria, Vice President 2017-04-27 /s/ Alejandro Longoria, Vice President 2017-04-27 /s/ Alejandro Longoria, Vice President 2017-04-27 /s/ Alejandro Longoria, Vice President 2017-04-27 /s/ Mark Walter 2017-04-27