X0306 4/A 2018-02-28 2018-03-02 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 ATTN: JACK SALERNO 227 WEST MONROE, SUITE 4800 CHICAGO IL 60606 0 0 1 0 0001705117 Walter Mark 227 WEST MONROE, SUITE 4800 CHICAGO IL 60606 0 0 1 0 Class B Common Stock 2018-02-28 4 C 0 1000000 0.00 D 12795376 D Class A Common Units 0.00 2018-02-28 4 C 0 1250000 0.00 D Class A Common Stock 1000000 15994220 D On February 28, 2018, CVAN Holdings, LLC ("CVAN") exchanged 1,250,000 Class A common units of Carvana Group, LLC ("Class A Units") and 1,000,000 shares of Class B common stock, par value $0.001 per share, of the Issuer (the "Class B Common Stock") for 1,000,000 shares of Class A common stock, par value $0.001 per share, of the Issuer (the "Class A Common Stock") pursuant to an exchange agreement entered into by and among the Issuer, CVAN and certain other holders of Class A Units 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 "Exchange Agreement"). The Exchange Agreement permits holders of Class A Units to exchange their Class A Units for shares of Class A Common Stock at 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 Class A Units 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. The Class A Units are exchangeable for shares of Class A Common Stock at 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. The Form 4 filed by the reporting persons on March 2, 2018 inadvertently overstated the number of shares of Class B Common Stock surrendered to the Issuer by CVAN in connection with the exchange by 250,000 shares in Column 4 of Table I, which in turn resulted in an inadvertent understatement in the number of shares of Class B Common Stock held by CVAN following the exchange by 250,000 shares in Column 5 of Table I. This amendment is being filed to correct the number of shares reported in Column 4 and Column 5 of Table I. The Form 4 filed by the reporting persons on March 2, 2018 inadvertently stated the number of shares of Class A Common Stock for which the Class A Units held by CVAN are exchangeable in Column 9 of Table II and understated such number by 250,000 shares. This amendment is being filed to reflect the number of Class A Units held by CVAN following the exchange in Column 9 of Table II. The Class A Units are exchangeable for shares of Class A Common Stock as described above. CVAN Holdings, LLC, By: /s/ Jack Salerno, Title: Vice President 2018-03-02 Delaware Life Holdings Parent, LLC, By: /s/ Jack Salerno, Title: Vice President 2018-03-02 Delaware Life Holdings Parent II, LLC, By: /s/ Jack Salerno, Title: Vice President 2018-03-02 Delaware Life Holdings Manager, LLC, By: /s/ Jack Salerno, Title: Vice President 2018-03-02 /s/ Mark Walter 2018-03-02