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Garcia Ernest C. II's Form 4 filing

Carvana Co. (CVNA) · filed Sep 5, 2024

Accession no.
0000950170-24-103936
Filed
Sep 5, 2024, 3:45 PM ET
Trade date
Sep 3-4, 2024
Filing delay
2 days
Rule 10b5-1 plan
Checked

This filing lists 16 non-derivative transactions and 2 derivative transactions. Open-market sales total $21.8M. It was filed 2 days after the trade.

Reporting owners

A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.

Reporting owners on this filing
OwnerRelationship to the company
Garcia Ernest C. IICIK 000101760810% Owner
Ecg II Spe, LLCCIK 000175472010% Owner

Non-derivative securities (Table I)

Acquisitions and disposals of common stock and similar shares, one row per line on the filing.

Non-derivative transactions
Trade dateSecurityTransactionSharesPriceValueShares afterOwnershipFlags
Sep 3, 2024Class A Common StockCConversionAcquired+75,000–F1–75,000Direct
Sep 3, 2024Class A Common StockSSaleDisposed−9,016$143.48F3−$1,293,589.5365,984Direct
Sep 3, 2024Class A Common StockSSaleDisposed−27,341$144.51F3−$3,950,911.2138,643Direct
Sep 3, 2024Class A Common StockSSaleDisposed−20,511$145.28F3−$2,979,778.618,132Direct
Sep 3, 2024Class A Common StockSSaleDisposed−5,993$146.45F3−$877,691.0312,139Direct
Sep 3, 2024Class A Common StockSSaleDisposed−6,001$147.52F3−$885,278.326,138Direct
Sep 3, 2024Class A Common StockSSaleDisposed−3,736$148.21F3−$553,729.752,402Direct
Sep 3, 2024Class A Common StockSSaleDisposed−2,402$149.19F3−$358,355.580Direct
Sep 4, 2024Class A Common StockCConversionAcquired+75,000–F1–75,000Direct
Sep 4, 2024Class A Common StockSSaleDisposed−7,152$143.58F4−$1,026,869.1467,848Direct
Sep 4, 2024Class A Common StockSSaleDisposed−21,773$144.77F4−$3,152,053.2646,075Direct
Sep 4, 2024Class A Common StockSSaleDisposed−13,497$145.50F4−$1,963,822.9532,578Direct
Sep 4, 2024Class A Common StockSSaleDisposed−20,961$146.65F4−$3,074,022.8811,617Direct
Sep 4, 2024Class A Common StockSSaleDisposed−11,617$147.44F4−$1,712,832.550Direct
Sep 3, 2024Class B Common StockJOtherDisposed−75,000–F7–40,958,131Direct
Sep 4, 2024Class B Common StockJOtherDisposed−75,000–F7–40,883,131Direct

Derivative securities (Table II)

Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.

Derivative transactions
Trade dateSecurityTransactionUnderlying sharesUnit priceValueHeld afterOwnershipFlags
Sep 3, 2024Class A Common StockCConversionDisposed−75,000$0.00$051,197,663Direct
Sep 4, 2024Class A Common StockCConversionDisposed−75,000$0.00$051,103,913Direct

Footnotes and remarks

Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.

F1

Reflects the conversion of Class A Common Units ("Class A Units") of Carvana Group, LLC ("Carvana Group") owned directly by Ernest C. Garcia II into 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").

Referenced by the price of 2 transactions in Table I.

F3

The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $142.92 to $143.91, inclusive (weighted average of $143.4771); $143.95 to $144.94, inclusive (weighted average of $144.505); $144.95 to $145.92, inclusive (weighted average of $145.2771); $145.975 to $146.94, inclusive (weighted average of $146.4527); $146.98 to $147.91, inclusive (weighted average of $147.5218); $148.00 to $148.72, inclusive (weighted average of $148.2146); and $149.01 to $149.54, inclusive (weighted average of $149.1905), 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.

Referenced by the price of 7 transactions in Table I.

F4

The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $143.1123 to $144.11, inclusive (weighted average of $143.5779); $144.1222 to $145.12, inclusive (weighted average of $144.7689); $145.13 to $146.10, inclusive (weighted average of $145.5007); $146.14 to $147.12, inclusive (weighted average of $146.6544); and $147.14 to $147.85, inclusive (weighted average of $147.4419), 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.

Referenced by the price of 5 transactions in Table I.

F7

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 Ernest C. Garcia II.

Referenced by the price of 2 transactions in Table I.

Read the full filing on SEC EDGAR (opens in a new tab)