Statement of Changes in Beneficial Ownership (4)
December 09 2020 - 5:30PM
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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OMB APPROVAL
OMB Number:
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
*
JENKINS MARK W. |
2. Issuer Name and Ticker or Trading Symbol
CARVANA CO.
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CVNA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer |
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(Last)
(First)
(Middle)
C/O CARVANA CO., 1930 W RIO SALADO PKWY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/7/2020 |
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(Street)
TEMPE, AZ 85281
(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)
_X
_ Form filed by One Reporting Person
___ 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 | 12/7/2020 | | C(1) | | 9888 | A | $0 (1)(2) | 43708 | D | |
| Class A Common Stock | 12/7/2020 | | S(1) | | 9888 | D | $259.35 (1)(3) | 33820 | D | |
| Class A Common Stock | 12/8/2020 | | C(4) | | 112 | A | $0 (2)(4) | 33932 | D | |
| Class A Common Stock | 12/8/2020 | | S(4) | | 112 | D | $259.73 (4)(5) | 33820 | D | |
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 |
| Class B Units | $0.0 (6) | 12/7/2020 | | C (1)(2)(6) | | | 12360 (1)(2)(6) | (6) | (6) | Class A Common Stock | 9888.0 (1)(2)(6) | $0 (6) | 308888 (7) | D | |
| Class B Units | $0.0 (6) | 12/8/2020 | | C (2)(4)(6) | | | 140 (2)(4)(6) | (6) | (6) | Class A Common Stock | 112.0 (2)(4)(6) | $0 (6) | 308748 (7) | D | |
| Explanation of Responses: |
| (1) | The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 15, 2020 (the "10b5-1 Plan"). The Reporting Person acquired the Class A Common Stock on December 7, 2020 by exchanging 12,360 Class B common units of Carvana Group, LLC ("Class B Units") for 9,888 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"). |
| (2) | 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. |
| (3) | This transaction was executed in multiple trades at prices ranging from $259.25 to $259.80, inclusive; the price reported above reflects the volume weighted average sale price. |
| (4) | The reported sales were effected pursuant to the 10b5-1 Plan. The Reporting Person acquired the Class A Common Stock on December 8, 2020 by exchanging 140 Class B Units for 112 shares of Class A Common Stock pursuant to the Exchange Agreement. |
| (5) | This transaction was executed in multiple trades at prices ranging from $259.63 to $259.75, inclusive; the price reported above reflects the volume weighted average sale price. |
| (6) | The exchanged Class B Units have a participation threshold of $0.00. The Class B Units have no expiration date. |
| (7) | The Reporting Person was granted 1,000,000 Class B Units on March 24, 2015 with a participation threshold of $0.000; 200,000 of which vested on July 1, 2015 and 16,667 of which vest on the first of each month thereafter. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
JENKINS MARK W.
C/O CARVANA CO.
1930 W RIO SALADO PKWY
TEMPE, AZ 85281 |
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| Chief Financial Officer |
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Signatures
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| /s/ Paul Breaux, by Power of Attorney for Mark W. Jenkins | | 12/9/2020 |
| **Signature of Reporting Person | Date |
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