0001387131-18-001511.txt : 20180410 0001387131-18-001511.hdr.sgml : 20180410 20180410173041 ACCESSION NUMBER: 0001387131-18-001511 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180410 DATE AS OF CHANGE: 20180410 GROUP MEMBERS: SOSIN PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CARVANA CO. CENTRAL INDEX KEY: 0001690820 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 814549921 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89974 FILM NUMBER: 18748762 BUSINESS ADDRESS: STREET 1: 1930 W. RIO SALADO PARKWAY CITY: TEMPE STATE: AZ ZIP: 85281 BUSINESS PHONE: (602) 852-6604 MAIL ADDRESS: STREET 1: 1930 W. RIO SALADO PARKWAY CITY: TEMPE STATE: AZ ZIP: 85281 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAS Investment Partners, LLC CENTRAL INDEX KEY: 0001697591 IRS NUMBER: 460901365 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 8 WRIGHT STREET STREET 2: 1ST FLOOR CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 212-804-7660 MAIL ADDRESS: STREET 1: 8 WRIGHT STREET STREET 2: 1ST FLOOR CITY: WESTPORT STATE: CT ZIP: 06880 SC 13G 1 cas-sc13g_033118.htm ACQUISITION OF BENEFICIAL OWNERSHIP

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934*

Carvana Co.

(Name of Issuer)

 

Class A Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

 

146869102

(CUSIP Number)

 

March 31, 2018
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

  Rule 13d-1(b)
     
  Rule 13d-1(c)
     
  Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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 (however, see the Notes).

   
 

 

CUSIP No. 146869102   Page 2 of 6

 

1

NAME OF REPORTING PERSONS
CAS Investment Partners, LLC

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 46-0901365

 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3 SEC USE ONLY  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware, United State of America

 

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY

EACH
REPORTING

PERSON
WITH:

5

SOLE VOTING

2,008,068

 
6

SHARED VOTING POWER

0

 
7

SOLE DISPOSITIVE POWER

2,008,068

 
8

SHARED DISPOSITIVE POWER

0

 
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,008,068

 
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

10.36%*+

 
12

TYPE OF REPORTING PERSON

IA

 
         

 

*As of March 31, 2018, Sosin Partners, L.P. (the “Fund”) owned an aggregate of 2,008,068 shares of Class A Common Stock of the Issuer. CAS Investment Partners, LLC, is the investment manager of the Fund in which such shares referred to above are held. As a result, CAS Investment Partners, LLC, possesses the power to vote and dispose or direct the disposition of all the shares owned by the Fund. Thus, CAS Investment Partners, LLC, may be deemed to beneficially own a total of 2,008,068 shares.

+ Based on a total of 19,375,721 shares outstanding as of March 2, 2018, as set forth in the Issuer’s most recent Form 10-K, filed March 6, 2018.

   
 

 

CUSIP No. 146869102   Page 3 of 6

 

1

NAME OF REPORTING PERSONS
Sosin Partners, L.P.

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 46-0970829

 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3 SEC USE ONLY  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware, United State of America

 

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY

EACH
REPORTING

PERSON
WITH:

5

SOLE VOTING

2,008,068

 
6

SHARED VOTING POWER

0

 
7

SOLE DISPOSITIVE POWER

2,008,068

 
8

SHARED DISPOSITIVE POWER

0

 
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,008,068

 
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

10.36%*+

 
12

TYPE OF REPORTING PERSON

IA

 
         

 

*As of March 31, 2018, Sosin Partners, L.P. (the “Fund”) owned an aggregate of 2,008,068 shares of Class A Common Stock of the Issuer. CAS Investment Partners, LLC, is the investment manager of the Fund in which such shares referred to above are held. As a result, CAS Investment Partners, LLC, possesses the power to vote and dispose or direct the disposition of all the shares owned by the Fund. Thus, CAS Investment Partners, LLC, may be deemed to beneficially own a total of 2,008,068 shares.

+ Based on a total of 19,375,721 shares outstanding as of March 2, 2018, as set forth in the Issuer’s most recent Form 10-K, filed March 6, 2018.

   
 

 

 

CUSIP No. 146869102   Page 4 of 6

 

Item 1(a).  

Name of Issuer:

Carvana Co.

     
Item 1(b).   Address of Issuer’s Principal Executive Offices:  1930 W. Rio Salado Parkway, Tempe, Arizona 85281
     
Item 2(a).  

Name of Person Filing: CAS Investment Partners, LLC, Sosin Partners, L.P.

This Schedule is being filed by CAS Investments Partners, LLC and Sosin Partners, L.P. with respect to shares of class A common stock of the above-name issuer owned by CAS Investments Partners, LLC. Clifford Sosin is the Managing Member of CAS Investment Partners, LLC and Member of Sosin Partners, L.P.’s general partner.

     
Item 2(b).   Address of Principal Business Office or, if None, Residence:
    8 Wright Street, 1st FL Westport, Connecticut 06880
     
Item 2(c).   Citizenship:
    United States
     
Item 2(d).   Title of Class of Securities:
    Class A Common Stock, Par Value $0.001 Per Share
     
Item 2(e).   CUSIP Number: 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).
       
  (b) Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
       
  (c) Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
       
  (d) Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
       
  (e) An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

   
 

 

CUSIP No. 146869102   Page 5 of 6

 

  (f) An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
  (g) A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G);
       
  (h) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
  (i) A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
       
  (j) Group, in accordance with §240.13d-1(b)(1)(ii)(J).
       
Item 4. Ownership.
   
  Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
   
  (a) Amount beneficially owned: 2,008,068*
     
  (b) Percent of class: 10.36%*+
     
  (c) Number of shares as to which such person has:
     
    (i) Sole power to vote or to direct the vote  2,008,068*
       
    (ii) Shared power to vote or to direct the vote  0
       
    (iii) Sole power to dispose or to direct the disposition of 2,008,068*
       
    (iv) Shared power to dispose or to direct the disposition of 0

 

   
 

 

CUSIP No. 146869102   Page 6 of 6

 

Item 5. Ownership of Five Percent or Less of a Class.
   
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐
   
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
  Not applicable
   
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
  Not applicable
   
Item 8. Identification and Classification of Members of the Group.
  Not applicable
   
Item 9. Notice of Dissolution of Group.
  Not applicable
   
Item 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

  Date: April 10, 2018
   
  Signature: /s/  Clifford Sosin
  Name:  
     
     
 

CAS INVESTMENT PARTNERS, LLC

   
  Date: April 10, 2018
   
  By: /s/  Clifford Sosin
  Name:  
  Title: Managing Member
   
     
 

SOSIN PARTNERS, L.P.

   
  Date: April 10, 2018
   
  By: /s/  Clifford Sosin
  Name:  
  Title: Managing Member of Sosin, LLC, General Partner of Sosin Partners, LP