SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

JENKINS MARK W.

(Last)

(First)

(Middle)

C/O CARVANA CO.

4020 E. INDIAN SCHOOL ROAD

(Street)

PHOENIX

85018

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/27/2017

3. Issuer Name and Ticker or Trading Symbol
CARVANA CO. [ CVNA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Units	⁽¹⁾	⁽¹⁾	Class A Common Stock	⁽¹⁾⁽⁶⁾	$0.00⁽¹⁾	D
Class B Units	⁽²⁾	⁽²⁾	Class A Common Stock	⁽²⁾⁽⁶⁾	$4.88⁽²⁾	D
Class B Units	⁽³⁾	⁽³⁾	Class A Common Stock	⁽³⁾⁽⁶⁾	$4.88⁽³⁾	D
Class B Units	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	⁽⁴⁾⁽⁶⁾	$5.81⁽⁴⁾	D
Class B Units	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	⁽⁵⁾⁽⁶⁾	$15⁽⁵⁾	D

Explanation of Responses:

1. Mr. Jenkins was granted 1,000,000 Class B common units ("Class B Units") of Carvana Group, LLC ("Carvana Group") on March 24, 2015 with a participation threshold of $0.00; 200,000 vested on July 1, 2015 and 16,667 vest on the first of each month thereafter.

2. Mr. Jenkins was granted the 200,000 Class B Units on March 24, 2015 with a participation threshold of $4.88; 40,000 vested on March 1, 2016 and 3,333 vest on the first of each month thereafter.

3. Mr. Jenkins was granted the 60,000 Class B Units on January 29, 2016 with a participation threshold of $4.88; 12,000 vested on March 1, 2016 and 1,000 vest on the first of each month thereafter.

4. Mr. Jenkins was granted the 100,000 Class B Units on October 21, 2016 with a participation threshold of $5.81; 20,000 vested on January 1, 2017 and 1,667 vest on the first of each month thereafter.

5. Mr. Jenkins was granted the 200,000 Class B Units on April 27, 2017 with a participation threshold of $15.00; 40,000 will vest on February 1, 2018 and 3,333 wil vest on the first of each month thereafter.

6. Pursuant to the Exchange Agreement, dated April 27, 2017, by and among the Issuer, Carvana Co. Sub LLC, Carvana Group and the members of Carvana Group, Class B Units are exchangeable for a number of shares of the Issuer's Class A Common Stock equal to the Class A Common Stock share value less the applicable participation threshold multiplied by 0.8 times the number of Class B Units being exchanged, divided by the Class A Common Stock share value.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Paul Breaux, by Power of Attorney for Mark W. Jenkins	04/27/2017
	** 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 5 (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.
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