UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

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 14, 2018

(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.

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.

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.

EXPLANATORY NOTE

This Amendment No. 2 (“Amendment No. 2”) to Schedule 13D is filed jointly by Ernest C. Garcia II, Verde Investments, Inc. (“Verde”), and DriveTime Sales and Finance Company, LLC (“DriveTime Sales”, and collectively with Mr. Garcia and Verde, the “Reporting Persons”) with respect to the Class A common stock, par value $0.001 per share, of the Issuer, pursuant to their Joint Filing Agreement dated as of May 12, 2017, filed as an exhibit to the Schedule 13D filed on behalf of the Reporting Persons with the United States Securities and Exchange Commission (the “SEC”) on May 12, 2017 (as amended on May 9, 2018, the “Original Schedule 13D”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Original Schedule 13D. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Original Schedule 13D.

The fifth paragraph of Item 2(a) of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

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 4,336,765 Class B Shares.

The fifth paragraph of Item 4 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

In connection with the Secondary Offering, on April 30, 2018, DriveTime Sales tendered to the Issuer 4,281,250 Class A Units and a corresponding number of Class B Shares in exchange for 3,425,000 Class A Shares. Thereafter, in connection with the exercise of the underwriters’ option in the Underwriting Agreement, DriveTime Sales tendered to the Issuer 2,062,500 Class A Units and a corresponding number of Class B Shares in exchange for 1,650,000 Class A Shares. Pursuant to the term of the Underwriting Agreement, the Reporting Persons executed the transactions set forth in Item 5(c).

The disclosures provided in Item 5 of the Original Schedule 13D are hereby amended and restated in their entirety as follows:

(a) and (b)

(c)

The following table sets forth all transactions with respect to shares of Common Stock effectuated during the past 60 days by any of the Reporting Persons. The sale comprised open market transactions made on that day pursuant to the Underwriting Agreement, and the price per share reported is equal to the public offering price less underwriting discounts and commissions, before expenses.

(d)

Other persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, certain of the Class A Shares that are beneficially owned by the Reporting Persons. Specifically, but without limitation, Ernie Garcia, III is a voting trustee of the 2004 Trust and the beneficiaries of the 2004 Trust (Ernie Garcia, III) and the Multi-Generational Trust (Ernie Garcia, III and his children) have the right to receive distributions as determined by the voting trustees of the respective trusts.

(e)

Not applicable.

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.

Date: May 23, 2018