UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

Carvana Co.

(Name of Issuer)

Class A Common Stock, par value $0.001 per share

(Title of Class of Securities)

146869 102

(CUSIP Number)

Ernest C. Garcia II

c/o Verde Investments, Inc.

1720 W. Rio Salado Parkway, Suite A

Tempe, Arizona 85281

(602) 778-5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 3, 2017

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

Note: All share numbers on these cover pages are presented as shares of Class A common stock, par value $0.001 per share (the “Class A Shares”) of Carvana Co., a Delaware corporation (the “Issuer”), on an as-converted basis from Class A common units of Carvana Group, LLC, a Delaware limited liability company (“Carvana Group”) and subsidiary of the Issuer, as further described herein.

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Note: All share numbers on these cover pages presented as Class A Shares on an as-converted basis from Class A common units of Carvana Group, as further described herein.

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Note: All share numbers on these cover pages presented as Class A Shares on an as-converted basis from Class A common units of Carvana Group, as further described herein.

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Item 1. Security and Issuer

This Schedule 13D relates to shares of Class A common stock, par value $0.001 per share (the Class A Shares) of Carvana Co., a Delaware corporation (the Issuer).

The address of the Issuer’s principal executive offices is 4020 E. Indian School Road, Phoenix, AZ 85016.

Item 2. Identity and Background

Neither the filing of this Schedule 13D nor anything contained herein shall be construed as an admission that Mr. Garcia, Verde or DriveTime Sales constitute a “person” for any purpose other than Section 13(d) of the Act, or that Mr. Garcia, Verde, DriveTime Sales or any other person constitute a “group” for any purpose.

Prior to the closing of the Issuer’s initial public offering (the “IPO”) of its Class A Shares, the Issuer effected certain organizational transactions involving its capital structure (the “Reorganization”), amending and restating the operating agreement of Carvana Group to, among other things, (i) eliminate a class of preferred membership interests, and (ii) provide for membership interests consisting of two classes of common ownership interests in Carvana Group: Class B common units held by certain employees and consultants subject to vesting and a participation threshold, and Class A common units (the “Class A Units”) held by the other Carvana Group owners, including Mr. Garcia, the 2004 Trust, the Multi-Generational Trust and DriveTime Sales (the “Class A Unitholders”).

Prior to the closing of the IPO, the Class A Unitholders exchanged the membership interests they previously held in Carvana Group for Class A Units on a one-for-one basis. In connection with the closing of the IPO, the Class A Unitholders retained their Class A Units and were issued shares of the Issuer’s Class B common stock, par value $0.001 per share (“Class B Shares”) on a four-to-five basis with the number of Class A Units they owned, for nominal consideration. Pursuant to the Fourth Amended and Restated LLC Operating Agreement of Carvana Group, which is attached hereto as Exhibit 7.1 (the “Carvana Group LLC Agreement”) and an Exchange Agreement that the Class A Unitholders entered into with the Issuer, which is attached hereto as Exhibit 7.2 (the “Exchange Agreement”), the Class A Unitholders are entitled from time to time at their option to exchange Class A Units, (together with their corresponding Class B Shares), for Class A Shares on a five-to-four basis (or, at the Issuer’s discretion, for cash), subject to the expiration of the lock-up period described in Item 4.

As of the date of this statement, Mr. Garcia is the record owner of 0 Class A Shares and 60,937,458 Class B Shares, Verde is the record owner of 1,464,517 Class A Shares and 0 Class B Shares, and DriveTime Sales is the record owner of 0 Class A Shares and 9,411,765 Class B Shares.

Mr. Garcia directly (whether through ownership interest or position) or indirectly through one or more intermediaries may be deemed to control Verde, the 2004 Trust, the Multi-Generational Trust and DriveTime Sales. Mr. Garcia wholly owns Verde and is the voting trustee of the 2004 Trust and Multi-Generational Trust, and thus holds sole voting and investment power over the Class A Shares held by those entities. Mr. Garcia is the controlling stockholder of DriveTime, which wholly owns DriveTime Sales, such that Mr. Garcia may be deemed to have shared voting and investment power with respect to the Class A Shares held by DriveTime Sales.

Verde’s business is to make and manage real estate and other commercial investments, including investments in securities of the Issuer. The directors and executive officers of Verde are as follows: Mr. Garcia (Director and President), Steven P. Johnson (Vice President, Secretary and General Counsel) and Nancy V. Young (Treasurer).

The principal business of DriveTime Sales is retail vehicle sales and financing. The managers of DriveTime Sales are Ray C. Fidel and Jon Ehlinger.

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Item 3. Source and Amount of Funds or Other Consideration

Funding for the purchase of (i) the interests in Carvana Group that were exchanged for Class A Units held by Mr. Garcia was from Mr. Garcia’s personal funds, (ii) the Class A Shares held by Verde was from the working capital of Verde, (iii) the Class A shares, and the interests in Carvana Group that were exchanged for Class A Units, held by the 2004 Trust and the Multi-Generational Trust was from cash on hand of the trusts, and (iv) the interests in Carvana Group that were exchanged for Class A Units held by DriveTime Sales was from the working capital of DriveTime Sales.

Item 4. Purpose of Transaction

The Reporting Persons acquired, and presently hold, the Class A Shares, the Class B Shares, and the Class A Units for investment purposes.

Prior to the closing of the IPO, the Issuer and the Class A Unitholders entered into the Carvana Group LLC Agreement and the Exchange Agreement, pursuant to which the Class A Unitholders are entitled from time to time at their option to exchange Class A Units, (together with their corresponding Class B Shares), for Class A Shares on a five-to-four basis (or, at the Issuer’s option, for cash), subject to the expiration of the lock-up period described below in this Item 4.

Prior to the closing of the IPO, the Issuer, Mr. Garcia, the 2004 Trust and the Multi-Generational Trust entered into a Second Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”) with respect to the Issuer’s securities. The Registration Rights Agreement provides certain registration rights to Mr. Garcia, the 2004 Trust and the Multi-Generational Trust with respect to securities of the Issuer. For further information, see Item 6 and the Registration Rights Agreement filed herewith as Exhibit 7.3.

The Reporting Persons have agreed, pursuant to lock-up agreements with the underwriters to the IPO (the “Lock-up Agreements”), that through 180 days after the date of the underwriting agreement entered into in connection with the IPO, subject to limited exceptions, the Reporting Persons will not, without the prior written consent of the underwriters in the IPO, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of the Class A Shares or Class B Shares, or any securities convertible into or exercisable or exchangeable for Class A Shares or Class B Shares, including units.

Except as disclosed in this Item 4, the Reporting Persons do not have any current plans or proposals that relate to or would result in any of the events described in clauses (a) through (j) of the instructions to Item 4 of Schedule 13D. The Reporting Persons, however, will take such actions with respect to the Reporting Persons’ investments in the Issuer as deemed appropriate in light of existing circumstances from time to time and reserve the right to acquire or dispose of securities of the Issuer, to enter into hedging relationships with respect to such securities, or to formulate other purposes, plans, or proposals in the future depending on market conditions and/or other factors.

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Item 5. Interest in Securities of the Issuer

(a) and (b)

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

In connection with the Reorganization (resulting in, among other things, the Class A Unitholders holding Class A Units in Carvana Group, as described more fully in Item 2) and the closing of the IPO, the Reporting Owners entered into certain agreements with respect to securities of the Issuer.

The Carvana Group LLC Agreement and the Exchange Agreement provide the Class A Unitholders with the right to, from time to time at their option, have their Class A Units (along with corresponding Class B Shares) exchanged for Class A Shares on a five-for-four basis, or cash (at the Issuer’s discretion), as set forth in the Carvana Group LLC Agreement and the

Exchange Agreement, subject to the lock-up period described below. For further details, please see the Carvana Group LLC Agreement and the Exchange Agreement filed as Exhibits 7.1 and 7.2, respectively.

Pursuant to the Registration Rights Agreement, Mr. Garcia, the 2004 Trust and the Multi-Generational Trust have “demand” registration rights exercisable commencing 180 days after the closing of the IPO, whereby they may require the Issuer to use reasonable efforts to register its Class A Shares received either in connection with the IPO or in exchange for Class A Units (and corresponding Class B Shares) redeemed by the Issuer, for resale under the Securities Act. The Registration Rights Agreement also provides Mr. Garcia, the 2004 Trust and the Multi-Generational Trust with piggyback registration rights. For further information, see the Registration Rights Agreement filed as Exhibit 7.3.

Pursuant to the Lock-Up Agreements, the Reporting Persons have agreed that for 180 days after the date of the underwriting agreement entered into in connection with the IPO, subject to limited exceptions, they will not, without the prior written consent of the underwriters in the IPO, transfer, dispose of, or hedge any of the shares of Class A Shares, Class B Shares, units, or other securities convertible into or exchangeable for, or that represent the right to receive, Class A Shares, Class B Shares, or units. The Lock-Up Agreements are also discussed in Item 4.

The Class A Unitholders, the Issuer and Carvana Group entered into a Tax Receivable Agreement (the “Tax Receivable Agreement”) that provides for the payment by the Issuer to the Class A Unitholders of 85% of the amount of cash savings from income taxes, if any, that the Issuer actually realizes (or in some circumstances is deemed to realize) as a result of (i) increases in the tax basis of assets of Carvana Group resulting from redemptions or exchanges of Class A Units held by the Class A Unitholders for Class A Shares and (ii) certain other tax benefits, including tax benefits attributable to payments the Issuer is required to make under the Tax Receivable Agreement. For further information, see the Tax Receivable Agreement filed as Exhibit 7.4.

Mr. Garcia, Verde and DriveTime Sales have entered into the Joint Filing Agreement attached hereto as Exhibit 7.5 with respect to the joint filing of this Schedule 13D.

The foregoing summaries do not purport to be complete, and are qualified in their entirety by reference to the Exchange Agreement, the Carvana Group LLC Agreement, the Registration Rights Agreement, and the Tax Receivable Agreement filed herewith as Exhibits 7.1, 7.2, 7.3, 7.4 and 7.5, respectively, and incorporated herein by reference.

Other than the matters disclosed above in response to Items 4 and 5, and this Item 6, the Reporting Persons are not parties to any contracts, arrangements, understandings, or relationships with respect to any securities of the Issuer, including but not limited to the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to Be Filed as Exhibits

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in the Statement is true, complete and correct.

EXHIBIT INDEX

Exhibit 7.5

JOINT FILING AGREEMENT

This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13D filed on or about this date and any further amendments thereto with respect to beneficial ownership by the undersigned of the shares of the Class A common stock, par value $0.001 per share of Carvana Co., a Delaware corporation (the “Issuer”), Class B common stock, par value $0.001 per share of the Issuer, membership interests of Carvana Group, LLC, a Delaware limited liability company and subsidiary of the Issuer, and such other securities of the Issuer and its affiliates that the undersigned may acquire or dispose of from time to time. This agreement is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.

The undersigned further agree that each party hereto is responsible for timely filing of such Statement on Schedule 13D and any further amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, provided that no party is responsible for the completeness and accuracy of the information concerning the other party, unless such party knows or has reason to believe that such information is inaccurate. The undersigned further agree that this Agreement shall be included as an Exhibit to such joint filing.

This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Joint Filing Agreement to be duly executed as of this 12th day of May, 2017.