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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
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Carvana Co. |
(Name of Issuer) |
Class A Common Stock, par value $0.001 per share |
(Title of Class of Securities) |
146869102 |
(CUSIP Number) |
December 31, 2018 |
(Date of Event which Requires Filing of this Statement) |
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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o Rule 13d-1(b) |
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o Rule 13d-1(c) |
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x Rule 13d-1(d) |
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*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).
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CUSIP No. 146869102 | 13G | Page 2 of 6 Pages
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1 | NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): |
Ernest C. Garcia, III |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
(a) | o |
(b) | o |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION |
United States of America |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH | 5 | SOLE VOTING POWER |
3,672,120 shares(a) |
6 | SHARED VOTING POWER |
12,037,466 shares(b) |
7 | SOLE DISPOSITIVE POWER |
3,672,120 shares(a) |
8 | SHARED DISPOSITIVE POWER |
12,037,466 shares(b) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
15,709,586 shares (See Item 4) |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | o |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
28.3% (c) (See Item 4) |
12 | TYPE OF REPORTING PERSON (See Instructions) |
IN |
(a) These shares include 3,664,526 shares of Class A common stock that are issuable in exchange for Class A common units in Carvana Group, LLC (“Class A Units”), 3,997 shares of Class A common stock issuable upon the exercise of options that vest on April 1, 2019 and 3,497 shares of Class A common stock issuable upon vesting and settlement of restricted stock units that vest on April 1, 2019, inclusive of shares to be withheld for tax purposes.
(b) These shares are held directly by the Ernest Irrevocable 2004 Trust III (the “Trust”) and include 11,952,000 shares of Class A common stock issuable in exchange for Class A Units. The Reporting Person is the Co-Administrative Trustee and Co-Investment Trustee of the Trust and therefore shares voting and dispositive power over the shares held directly by the Trust.
(c) The percentage is calculated using 39,877,902 shares of the Issuer’s Class A common stock outstanding as of November 30, 2018, as reported in the Issuer’s Registration Statement on Form S-3 filed with the United States Securities and Exchange Commission (the “SEC”) on December 3, 2018.
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CUSIP No. 146869102 | 13G | Page 3 of 6 Pages
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Item 1(a) Name of Issuer:
Carvana Co. (the “Issuer”).
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Item 1(b) | Address of Issuer’s Principal Executive Offices: |
1930 W. Rio Salado Parkway, Tempe, Arizona 85281.
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Item 2(a) | Name of Person Filing: |
This Schedule 13G is filed by Ernest C. Garcia, III (the “Reporting Person”).
The Reporting Person is a citizen of the United States of America.
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Item 2(b) | Address of Principal Business Office or, if none, Residence: |
The principal business address of the Reporting Person is as follows:
c/o Carvana Co.
1930 W. Rio Salado Parkway
Tempe, Arizona 85281
See response to Item 4 of the cover page and Item 2(a) above.
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Item 2(d) | Title of Class of Securities: |
Class A common stock, par value $0.001 per share (“Class A Common Stock”).
146869102.
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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) o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
(f) o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
(g) o A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
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CUSIP No. 146869102 | 13G | Page 4 of 6 Pages
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(h) o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j) o Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).
(k) o Group, in accordance with §240.13d-1(b)(1)(ii)(K).
Not applicable.
Item 4 Ownership:
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(a) | Amount beneficially owned as of the date hereof: |
See response to Item 9 on the cover page.
Pursuant to the Fourth Amended and Restated Limited Liability Company Agreement of Carvana Group, LLC and an Exchange Agreement that the holders of Class A Units entered into with the Issuer, the Reporting Person is entitled from time to time at his option to exchange Class A Units (together with shares of his Class B common stock), for shares of Class A common stock on a five-to-four basis (or, at the Issuer’s discretion, for cash).
The Reporting Person beneficially owns (i) 85,566 shares of Class A common stock, 85,466 of which are held directly by the Trust, (ii) 15,616,526 shares of Class A common stock issuable upon exchange of Class A Units, 11,952,000 of which are issuable upon exchange of Class A Units held directly by the Trust, (iii) 3,997 shares of Class A common stock issuable upon the exercise of options that vest on April 1, 2019, and (iv) 3,497 shares of Class A common stock issuable upon the vesting and settlement of restricted stock units that vest on April 1, 2019, inclusive of shares to be withheld for tax purposes. The Reporting Person is the Co-Administrative Trustee and Co-Investment Trustee of the Trust and therefore shares voting and dispositive power with respect to the securities held directly by the Trust.
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(b) | Percent of class: See response to Item 11 on the cover page. |
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(c) | Number of shares as to which such person has: |
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(i) | sole power to vote or to direct the vote: See responses to Item 5 on the cover page and Item 4(a) above. |
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(ii) | shared power to vote or to direct the vote: See responses to Item 6 on the cover page and Item 4(a) above. |
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(iii) | sole power to dispose or to direct the disposition of: See responses to Item 7 on the cover page and Item 4(a) above. |
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CUSIP No. 146869102 | 13G | Page 5 of 6 Pages
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(iv) | shared power to dispose or to direct the disposition of: See responses to Item 8 on the cover page and Item 4(a) above. |
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Item 5 | Ownership of Five Percent or Less of a Class: |
Not Applicable.
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Item 6 | Ownership of More Than Five Percent on Behalf of Another Person: |
Not Applicable.
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Item 7 | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: |
Not Applicable.
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Item 8 | Identification and Classification of Members of the Group: |
Not Applicable.
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Item 9 | Notice of Dissolution of Group: |
Not Applicable.
Not Applicable.
SIGNATURE
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.
Dated: February 13, 2019
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| By: | | /s/ Ernest C. Garcia, III |
| Name: | | Ernest C. Garcia, III |