| Item 1. | |
| (a) | Name of issuer:
Carvana Co. |
| (b) | Address of issuer's principal executive offices:
1930 W. Rio Salado Parkway, Tempe, Arizona 85281 |
| Item 2. | |
| (a) | Name of person filing:
1. CVAN Holdings, LLC ("CVAN")
2. CVAN Holdings Sub I, LLC ("CVAN Sub")
3. CVAN Holding Company, LLC ("CVAN Holdco")
4. TWG Public Investments, LLC ("Public Investments")
5. TWG Private Investment Holdings, LLC ("Investment Holdings")
6. TWG MB Portfolio Holdings, LLC ("MB Portfolio")
7. TWG MB Holding Company, LLC ("MB Holdco")
8. TWG Global, LLC ("TWG")
9. TWG Global Manager, LLC ("TWG Manager")
10. Mark Walter ("Mr. Walter") |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of CVAN, CVAN Sub, CVAN Holdco, Public Investments, Investment Holdings, MB Portfolio, MB Holdco, TWG, TWG Manager and Mr. Walter is: 227 West Monroe, Suite 4800, Chicago, IL 60606 |
| (c) | Citizenship:
See responses to Item 4 on each cover page. |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.001 per share |
| (e) | CUSIP No.:
146869102 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Comprises (i) 1 share of Class A Common Stock ("Class A Shares"), (ii) 5,995,376 Class A Shares issuable in exchange for Class A common units ("Class A Units") of Carvana Group, LLC, a Delaware limited liability company and subsidiary of the Issuer, pursuant to an exchange agreement ("Exchange Agreement") entered into by and among the Issuer and certain holders of Class A Units party thereto 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, and (iii) 200,000 Class A Shares that may be acquired within 60 days upon the settlement of certain exchange-traded options.
CVAN Sub is a wholly-owned subsidiary of CVAN and holds directly Class A Units exchangeable for 5,995,376 Class A Shares. CVAN may be deemed to indirectly share voting and dispositive power over the securities held directly by CVAN Sub, and as a result, may be deemed to have or share beneficial ownership of, the securities held directly by CVAN Sub. CVAN disclaims beneficial ownership of such securities except to the extent of its respective pecuniary interest therein.
CVAN Sub has pledged all of such Class A Units and 5,995,376 shares of Class B common stock of the Issuer to secure its obligations under one or more prepaid variable forward sale contracts and certain margin loans with an unaffiliated third party.
CVAN holds directly 1 Class A Share and exchange-traded options to acquire 200,000 Class A Shares. CVAN is a wholly-owned subsidiary of CVAN Holdco. CVAN Holdco is a wholly-owned subsidiary of Public Investments. Public Investments is a wholly-owned subsidiary of Investment Holdings. Investment Holdings is a wholly-owned subsidiary of MB Portfolio. MB Portfolio is a wholly-owned subsidiary of MB Holdco. MB Holdco is a wholly-owned subsidiary of TWG. Each of CVAN Holdco, Public Investments, Investment Holdings, MB Portfolio, MB Holdco and TWG is managed by TWG Manager, and TWG Manager is controlled by Mr. Walter. Each of CVAN Holdco, Public Investments, Investment Holdings, MB Portfolio, MB Holdco, TWG, TWG Manager and Mr. Walter may be deemed to indirectly share voting and dispositive power over the securities held by CVAN and CVAN Sub, and as a result, may be deemed to have or share beneficial ownership of, the securities held by CVAN and CVAN Sub. Each of CVAN Holdco, Public Investments, Investment Holdings, MB Portfolio, MB Holdco, TWG, TWG Manager and Mr. Walter disclaim beneficial ownership of such securities except to the extent of their respective pecuniary interest therein. |
| (b) | Percent of class:
Based on 138,083,496 Class A Shares outstanding, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 30, 2025. The percentage assumes the exchange of all Class A Units held by CVAN Sub for Class A Shares, in accordance with Rule 13d-3 of the Securities Act of 1933, as amended. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See the Cover Pages for each of the Reporting Persons and the response to Item 4(a) above.
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| | (ii) Shared power to vote or to direct the vote:
See the Cover Pages for each of the Reporting Persons and the response to Item 4(a) above.
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| | (iii) Sole power to dispose or to direct the disposition of:
See the Cover Pages for each of the Reporting Persons and the response to Item 4(a) above.
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| | (iv) Shared power to dispose or to direct the disposition of:
See the Cover Pages for each of the Reporting Persons and the response to Item 4(a) above.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)