SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
GARCIA ERNEST C II

(Last) (First) (Middle)
1720 W. RIO SALADO PARKWAY

(Street)
TEMPE AZ 85281

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CARVANA CO. [ CVNA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/14/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 05/14/2018 C 1,650,000 A $0.00 1,650,000 I See Footnote(1)
Class A Common Stock 05/14/2018 S 1,650,000 D $26.2625 0 I See Footnote(2)
Class A Common Stock 1,464,517 I See Footnote(3)
Class A Common Stock 100,000 I See Footnote(4)
Class A Common Stock 100,000 I See Footnote(5)
Class B Common Stock 05/14/2018 J 1,650,000 D $0.00 4,336,765 I See Footnote(6)
Class B Common Stock 60,937,458 D
Class B Common Stock 11,952,000 I See Footnote(7)
Class B Common Stock 11,952,000 I See Footnote(8)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class A Units (1) 05/14/2018 C 2,062,500 (1) (1) Class A Common Stock 1,650,000 $0.00 4,336,765 I See Footnote(9)
Class A Units (10) (10) (10) Class A Common Stock (10) 60,937,458 I See Footnote(10)
Class A Units (11) (11) (11) Class A Common Stock (11) 11,952,000 I See Footnote(11)
Class A Units (12) (12) (12) Class A Common Stock (12) 11,952,000 I See Footnote(12)
1. Name and Address of Reporting Person*
GARCIA ERNEST C II

(Last) (First) (Middle)
1720 W. RIO SALADO PARKWAY

(Street)
TEMPE AZ 85281

(City) (State) (Zip)
1. Name and Address of Reporting Person*
VERDE INVESTMENTS, INC.

(Last) (First) (Middle)
1720 W. RIO SALADO PARKWAY

(Street)
TEMPE AZ 85281

(City) (State) (Zip)
Explanation of Responses:
1. Reflects the conversion of Class A Common Units ("Class A Units") of Carvana Group, LLC ("Carvana Group") owned directly by DriveTime Sales and Finance Company, LLC ("DriveTime Sales") into shares of Class A Common Stock ("Class A Shares") of the Issuer 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"). DriveTime Sales is a wholly owned subsidiary of DriveTime Automotive Group, Inc. ("DriveTime"), of which Mr. Garcia is the chairman of the board of directors and the controlling stockholder.
2. Reflects the sale of Class A Shares by DriveTime Sales in an underwritten, registered offering of the Issuer, pursuant to an Underwriting Agreement dated as of April 25, 2018, among the Issuer, Carvana Group, and the other signatories party thereto, and the Second Amended and Restated Registration Rights Agreement, dated April 27, 2017, by and among the Issuer, Carvana Group and the other signatories party thereto.
3. These Class A Shares are owned directly by Verde Investments, Inc., an entity which Mr. Garcia wholly owns and controls.
4. These Class A Shares are owned directly by the Ernest Irrevocable 2004 Trust III (the "2004 Trust"). Mr. Garcia has shared investment and dispository power over the 2004 Trust assets and Mr. Garcia's son, Ernie Garcia, III, is the sole beneficiary of the 2004 Trust.
5. These Class A Shares are owned directly by the Ernest C. Garcia III Multi-Generational Trust III (the "Multi-Generational Trust"). Mr. Garcia has sole investment and dispository power over the Multi-Generational Trust assets and Mr. Garcia's son, Ernie Garcia, III, together with Ernie Garcia, III's children, are the sole beneficiaries of the Multi-Generational Trust.
6. Reflects the cancellation for no consideration of Class B Common Stock of the Issuer ("Class B Shares") in connection with the conversion of Class A Units into Class A Shares. Following the reported transaction, the remaining Class B Shares are owned directly by DriveTime Sales.
7. These Class B Shares are owned directly by the 2004 Trust.
8. These Class B Shares are owned directly by the Multi-Generational Trust.
9. These Class A Units are owned directly by DriveTime Sales and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.
10. These Class A Units are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.
11. 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.
12. 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.
Remarks:
/s/ Ernest C. Garcia II 05/16/2018
/s/ Ernest C. Garcia II, Verde Investments, Inc. 05/16/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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