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 |
|
|||||||||||||||
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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
CARVANA CO. [ CVNA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 05/01/2024 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
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 | 05/01/2024 | A | 33,390(1) | A | $0 | 143,183 | D | |||
Class A Common Stock | 05/02/2024 | S | 300(2) | D | $112.14(3) | 142,883 | D | |||
Class A Common Stock | 05/02/2024 | S | 2,001(2) | D | $113.43(4) | 140,882 | D | |||
Class A Common Stock | 05/02/2024 | S | 801(2) | D | $114.37(5) | 140,081 | D | |||
Class A Common Stock | 05/02/2024 | S | 1,400(2) | D | $115.41(6) | 138,681 | D | |||
Class A Common Stock | 05/02/2024 | S | 1,200(2) | D | $116.69(7) | 137,481 | D | |||
Class A Common Stock | 05/02/2024 | S | 2,139(2) | D | $117.84(8) | 135,342 | D | |||
Class A Common Stock | 05/02/2024 | S | 1,500(2) | D | $118.72(9) | 133,842 | D | |||
Class A Common Stock | 05/02/2024 | S | 1,459(2) | D | $119.95(10) | 132,383 | D | |||
Class A Common Stock | 05/02/2024 | S | 600(2) | D | $120.99(11) | 131,783 | D | |||
Class A Common Stock | 05/03/2024 | C(12) | 28,575 | A | $0(12)(13) | 160,358 | D | |||
Class A Common Stock | 05/02/2024 | S(12) | 30,000 | D | $120 | 130,358 | D | |||
Class A Common Stock | 05/03/2024 | C(12) | 15,000 | A | $0(12)(13) | 145,358 | D | |||
Class A Common Stock | 05/03/2024 | S(12) | 15,000 | D | $123 | 130,358 | D |
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 B Units | $4.878(14) | 05/03/2024 | C(12)(13)(14) | 38,250(12)(13)(14) | (14) | (14) | Class A Common Stock | 28,575(12)(13)(14) | $4.878(14) | 28,977 | D | ||||
Class B Units | $4.878(14) | 05/03/2024 | C(12)(13)(14) | 20,079(12)(13)(14) | (14) | (14) | Class A Common Stock | 15,000(12)(13)(14) | $4.878(14) | 8,898 | D |
Explanation of Responses: |
1. Represents restricted stock units ("RSUs") granted on February 22, 2023 under the Reporting Person's Performance Restricted Stock Unit Award Agreement between Carvana Co. and the Reporting Person, dated February 22, 2023 ("2023 PRSU Agreement"). The performance condition in the 2023 PRSU Agreement has been met, and all RSUs vested on May 1, 2024. |
2. Represents total number of shares of Class A Common Stock of the Issuer sold to pay required taxes upon vesting of restricted stock units pursuant to various awards. |
3. This transaction was executed in multiple trades at prices ranging from $ 111.83 to $112.30, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price. |
4. This transaction was executed in multiple trades at prices ranging from $ 112.86 to $113.81, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price. |
5. This transaction was executed in multiple trades at prices ranging from $ 113.88 to $114.69, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price. |
6. This transaction was executed in multiple trades at prices ranging from $ 115.13 to $116.05, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price. |
7. This transaction was executed in multiple trades at prices ranging from $ 116.29 to $117.12, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price. |
8. This transaction was executed in multiple trades at prices ranging from $ 117.37 to $118.23 inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price. |
9. This transaction was executed in multiple trades at prices ranging from $ 118.39 to $119.14, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price. |
10. This transaction was executed in multiple trades at prices ranging from $ 119.58 to $120.27, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price. |
11. This transaction was executed in multiple trades at prices ranging from $ 120.59 to $121.50, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price. |
12. The reported conversions and sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 9, 2023 (the "10b5-1 Plan"). |
13. Pursuant to an exchange agreement among the Issuer and certain common unit holders of Carvana Group, LLC, dated April 27, 2017 (the "Exchange Agreement"), holders of Class B Units may exchange their Class B Units for a number of shares of the Issuer's Class A Common Stock equal to the Class A Common Stock Value less the Adjusted Participation Threshold (as each term is defined in the Exchange Agreement) multiplied by 0.8 times the number of Class B Units being exchanged, divided by the Class A Common Stock Value. |
14. The Reporting Person was granted 250,000 Class B Units on December 30, 2015 with a participation threshold of $4.878; 50,000 of which vested on August 3, 2016 and 4,167 of which vested on the first of each month beginning September 1, 2016. The Reporting Person was also granted 12,500 Class B Units on January 29, 2016 with a participation threshold of $4.878; 2,500 of which vested on August 3, 2016 and 209 of which vested on the first of each month beginning September 1, 2016. The Class B Units have no expiration date. |
Remarks: |
Vice President, General Counsel, & Secretary |
/s/ Paul Breaux | 05/03/2024 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |