Carvana : Description Statement of Changes in Beneficial Ownership

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03/16/2019 | 01:08 am

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF CHANGES IN 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

1. Name and Address of Reporting Person *

GARCIA ERNEST C. II

2. Issuer Name and Ticker or Trading Symbol

CARVANA CO. [ CVNA ]

(Street)

TEMPE, AZ 85281

(City)

4. If Amendment, Date Original Filed (MM/DD/YYYY)

(State)

(Zip)

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

2. Trans. Date 2A. Deemed

Class A Common StockClass A Common StockClass A Common StockClass A Common StockClass A Common StockClass A Common StockClass A Common StockClass A Common StockClass A Common StockClass A Common StockClass A Common StockClass A Common StockClass A Common Stock

OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5

3/13/2019

C

1000

A

$0.00

(1)

1000

3/13/2019

S (2)

1000

D

$53.712

(3)

0

3/13/2019

C

32100

A

$0.00

(1)

32100

3/13/2019

S (2)

32100

D

$55.0219

(3)

0

3/13/2019

C

73622

A

$0.00

(1)

73622

3/13/2019

S (2)

73622

D

$55.9086

(3)

0

3/13/2019

C

28499

A

$0.00

(1)

28499

3/13/2019

S (2)

28499

D

$56.7132

(3)

0

3/13/2019

C

40724

A

$0.00

(1)

40724

3/13/2019

S (2)

40724

D

$57.875

(3)

0

3/13/2019

C

2145

A

$0.00

(1)

2145

3/13/2019

S (2)

2145

D

$58.4215

(3)

0

3/14/2019

C

51857

A

$0.00

(1)

51857

IDriveTime Sales and Finance CompanyI

DriveTime Sales and Finance CompanyI

DriveTime Sales and Finance CompanyI

DriveTime Sales and Finance CompanyI

DriveTime Sales and Finance CompanyI

DriveTime Sales and Finance CompanyI

DriveTime Sales and Finance CompanyI

DriveTime Sales and Finance CompanyI

DriveTime Sales and Finance CompanyI

DriveTime Sales and Finance CompanyI

DriveTime Sales and Finance CompanyI

DriveTime Sales and Finance CompanyI

DriveTime Sales and Finance Company

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

2. Trans. Date 2A. Deemed

Class A Common StockClass A Common StockClass A Common StockClass A Common StockClass A Common StockClass B Common StockClass B Common StockClass B Common StockClass B Common StockClass B Common StockClass B Common Stock

3/14/2019

C

23861

A

$0.00

(1)

23861

3/14/2019

S (2)

23861

D

$55.7647

(4)

0

1464517

13691

100000

178090

3/13/2019

J

D

$0.00

1640217

3/14/2019

J

75718

D

$0.00

1564499

52937458

11952000

11952000

8000000

3A. Deemed 4. Trans. Execution

Class A UnitsClass A UnitsClass A UnitsClass A UnitsClass A Units

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)

V (A)

I

DriveTime Sales and Finance CompanyI

DriveTime Sales and Finance CompanyI

Verde Investments,Inc.

(5)

IErnest Irrevocable 2004 TrustIII

(6)

IErnest C. Garcia III Multi-GenerationalTrust III

(7)

I

DriveTime Sales and Finance Company (8)

I

DriveTime Sales and Finance Company (8)

DIErnest Irrevocable 2004 TrustIII

(9)

IErnest C. Garcia III Multi-Generational Trust III (10)

ECG II SPE,

ILLC

(11)

6. Date Exercisable and 7. Title and Amount of Expiration Date

8. Price of 9. Number of Derivative

(1)

3/13/2019

C

222613

(1)

(1)

Class A Common Stock

178090

$0.00

2050271

IDriveTime Sales and Finance Company

(1)

3/14/2019

C

94648

(1)

(1)

Class A Common Stock

75718

$0.00

1955623

I

DriveTime Sales and Finance Company

(12)

(12)

(12)

Class A Common Stock

(12)

66171823

D

(13)

(13)

(13)

Class A Common Stock

(13)

14940000

IErnest Irrevocable 2004 Trust III

(14)

(14)

(14)

Class A Common Stock

(14)

14940000

I

Ernest C. Garcia III Multi-Generational Trust III

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Trans. Date

3A. Deemed Execution Date, if any

4. Trans. 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

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 of Derivative Security: 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 A Units

(15)

(15)

(15)

Class A Common Stock

(15)

10000000

I

ECG II SPE, LLC

Explanation of Responses:

  • (1) Reflects the conversion of Class A Common Units ("Class A Units") of Carvana Group, LLC ("Carvana Group") owned directly by DriveTime Sales and Finance Company, LLC ("DriveTime Sales") into shares of Class A Common Stock ("Class A Shares") of the Issuer 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 (the "Exchange Agreement"). DriveTime Sales is a wholly owned subsidiary of DriveTime Automotive Group, Inc., of which Mr. Garcia is the chairman of the board of directors and the controlling stockholder.

  • (2) The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by DriveTime Sales on September 17, 2018.

  • (3) The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $53.37 to $54.25, inclusive (weighted average of $53.712); $54.37 to $55.36, inclusive (weighted average of $55.0219); $55.365 to $56.36, inclusive (weighted average of $55.9086); $56.365 to $57.36, inclusive (weighted average of $56.7132); $57.375 to $58.37, inclusive (weighted average of $57.875); and $58.385 to $58.47, inclusive (weighted average of $58.4215), respectively. The reporting person undertakes to provide to the issuer or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

  • (4) The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $54.61 to $55.60, inclusive (weighted average of $55.0886) and $55.605 to $56.06, inclusive (weighted average of $55.7647, respectively. The reporting person undertakes to provide to the issuer or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

  • (5) These Class A Shares are owned directly by Verde Investments, Inc., an entity which Mr. Garcia wholly owns and controls.

  • (6) These Class A Shares are owned directly by the Ernest Irrevocable 2004 Trust III (the "2004 Trust"). Mr. Garcia has shared investment and dispository power over the 2004 Trust assets and Mr. Garcia's son, Ernie Garcia, III, is the sole beneficiary of the 2004 Trust.

  • (7) These Class A Shares are owned directly by the Ernest C. Garcia III Multi-Generational Trust III (the "Multi-Generational Trust"). Mr. Garcia has sole investment and dispository power over the Multi-Generational Trust assets and Mr. Garcia's son, Ernie Garcia, III, together with Ernie Garcia, III's children, are the sole beneficiaries of the Multi-Generational Trust.

  • (8) Reflects the cancellation for no consideration of Class B Common Stock of the Issuer ("Class B Shares") in connection with the conversion of Class A Units into Class A Shares. Following the reported transaction, the remaining Class B Shares are owned directly by DriveTime Sales.

  • (9) These Class B Shares are owned directly by the 2004 Trust.

  • (10) These Class B Shares are owned directly by the Multi-Generational Trust.

  • (11) These Class B Shares are owned directly by ECG II SPE, LLC ("E-SPE"), an entity which Mr. Garcia wholly owns and controls.

  • (12) These Class A Units are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.

  • (13) These Class A Units are owned directly by the 2004 Trust and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.

  • (14) These Class A Units are owned directly by the Multi-Generational Trust and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.

  • (15) These Class A Units are owned directly by E-SPE and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.

Reporting Owner Name / Address

Relationships

Director

10% Owner

Officer

Other

GARCIA ERNEST C. II

1720 W. RIO SALADO PARKWAY, SUITE A TEMPE, AZ 85281

X

VERDE INVESTMENTS, INC.

1720 W. RIO SALADO PARKWAY, SUITE A TEMPE, AZ 85281

X

Reporting Owners

Signatures

/s/ Ernest C. Garcia II

3/15/2019

** Signature of Reporting Person

Date

/s/ Ernest C. Garcia II, Verde Investments, Inc.

3/15/2019

** 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).

Disclaimer

Carvana Co. published this content on 15 March 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 16 March 2019 00:08:01 UTC

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