Statement of Changes in Beneficial Ownership (4)
April 03 2020 - 6:17PM
Edgar (US Regulatory)
FORM 4
[ ]
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
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3235-0287
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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
*
CVAN Holdings LLC |
2. Issuer Name and Ticker or Trading Symbol
CARVANA CO.
[
CVNA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
227 W. MONROE, SUITE 5000 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/1/2020 |
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(Street)
CHICAGO, IL 60606
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Stock | 4/1/2020 | | P(1) | | 400000 (1) | A | $45.00 | 900000 (2) | D (2) | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
| Explanation of Responses: |
| (1) | CVAN Holdings, LLC ("CVAN") purchased the shares from the Issuer in a direct registered offering pursuant to an Investment Agreement, dated as of March 28, 2020. |
| (2) | CVAN is a wholly-owned subsidiary of Delaware Life Holdings Parent, LLC ("Parent I"). Parent I is a wholly-owned subsidiary of Delaware Life Holdings Parent II, LLC ("Parent II"). Each of Parent I and Parent II is managed by Delaware Life Holdings Manager, LLC ("Manager") and each of Parent II and Manager is controlled by Mr. Mark Walter ("Mr. Walter"). Each of Parent I, Parent II, Manager and Mr. Walter may be deemed, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the shares owned by CVAN. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
CVAN Holdings LLC
227 W. MONROE, SUITE 5000
CHICAGO, IL 60606 |
| X |
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Delaware Life Holdings Parent, LLC
227 WEST MONROE, SUITE 5000
CHICAGO, IL 60606 |
| X |
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Delaware Life Holdings Parent II, LLC
227 WEST MONROE, SUITE 5000
CHICAGO, IL 60606 |
| X |
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Delaware Life Holdings Manager, LLC
227 WEST MONROE, SUITE 5000
CHICAGO, IL 60606 |
| X |
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Walter Mark
227 WEST MONROE, SUITE 5000
CHICAGO, IL 60606 |
| X |
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Signatures
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| CVAN Holdings, LLC, By: /s/ Joseph Nicosia, Name: Joseph Nicosia, Title: Authorized Person | | 4/3/2020 |
| **Signature of Reporting Person | Date |
| Delaware Life Holdings Parent, LLC, By: /s/ Joseph Nicosia, Name: Joseph Nicosia, Title: Authorized Person | | 4/3/2020 |
| **Signature of Reporting Person | Date |
| Delaware Life Holdings Parent II, LLC, By: /s/ Joseph Nicosia, Name: Joseph Nicosia, Title: Authorized Person | | 4/3/2020 |
| **Signature of Reporting Person | Date |
| Delaware Life Holdings Manager, LLC By: /s/ Joseph Nicosia, Name: Joseph Nicosia Title: Authorized Person | | 4/3/2020 |
| **Signature of Reporting Person | Date |
| /s/ Mark Walter | | 4/3/2020 |
| **Signature of Reporting Person | Date |
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