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Breaux Paul W.'s Form 4 filing

Carvana Co. (CVNA) · filed Aug 10, 2021

Accession no.
0001690820-21-000244
Filed
Aug 10, 2021
Trade date
Aug 6-10, 2021
Filing delay
4 days
Rule 10b5-1 plan
Not on the form (before 2023)

This filing lists 4 non-derivative transactions and 2 derivative transactions. Open-market sales total $3.33M. It was filed 4 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
Breaux Paul W.CIK 0001700545Officer (See Remarks)

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
Aug 9, 2021Class A Common StockCConversionAcquired+4,000$0.00F1,F2$033,417Direct
Aug 6, 2021Class A Common StockSSaleDisposed−4,000$365.50F1−$1,462,00029,417Direct
Aug 10, 2021Class A Common StockCConversionAcquired+5,000$0.00F2,F3$034,417Direct
Aug 10, 2021Class A Common StockSSaleDisposed−5,000$374.00F3−$1,870,00029,417Direct

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
Aug 9, 2021Class A Common StockCConversionDisposed−4,000$4.88F4−$24,853.8473,589Direct
Aug 10, 2021Class A Common StockCConversionDisposed−5,000$4.88F4−$31,046.5667,227Direct

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

The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 5, 2020. The Reporting Person acquired the Class A Common Stock on August 9, 2021 by exchanging 5,093 Class B common units of Carvana Group, LLC ("Class B Units") for 4,000 shares of Class A Common Stock pursuant to an exchange agreement among the Issuer and certain common unit holders of Carvana Group, LLC, dated April 27, 2017 (the "Exchange Agreement").

Referenced by the price of 2 transactions in Table I.

F2

The Exchange Agreement permits holders of Class B Units to exchange their Class B Units for a number of shares of the Issuer's Class A Common Stock equal to the Class A Common Stock Value less the Adjusted Participation Threshold (as each term is defined in the Exchange Agreement) multiplied by 0.8 times the number of Class B Units being exchanged, divided by the Class A Common Stock Value.

Referenced by the price of 2 transactions in Table I.

F3

The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 5, 2020. The Reporting Person acquired the Class A Common Stock on August 10, 2021 by exchanging 6,362 Class B common units of Carvana Group, LLC ("Class B Units") for 5,000 shares of Class A Common Stock pursuant to an exchange agreement among the Issuer and certain common unit holders of Carvana Group, LLC, dated April 27, 2017 (the "Exchange Agreement").

Referenced by the price of 2 transactions in Table I.

F4

The exchanged Class B Units have a participation threshold of $4.878. The Class B Units have no expiration date.

Referenced by the price of 2 transactions in Table II.

Remarks

Vice President, General Counsel, & Secretary

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