| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CVNA | Forward Sale Contract (obligation to sell) | Other | +1.17M | 1.17M | May 24, 2021 | Class A Common Stock | 1.17M | Direct | F1, F2, F3, F4, F5, F6, F12 | ||||
| transaction | CVNA | Forward Sale Contract (obligation to sell) | Other | +1.17M | 1.17M | May 24, 2021 | Class A Common Stock | 1.17M | Direct | F1, F2, F3, F4, F7, F8, F12 | ||||
| transaction | CVNA | Forward Sale Contract (obligation to sell) | Other | +1.17M | 1.17M | May 24, 2021 | Class A Common Stock | 1.17M | Direct | F1, F2, F3, F4, F9, F10, F12 | ||||
| transaction | CVNA | Forward Sale Contract (obligation to sell) | Other | +2M | 2M | May 24, 2021 | Class A Common Stock | 2M | Direct | F1, F2, F3, F4, F11, F12 |
| Id | Content |
|---|---|
| F1 | On May 17, 2021, CVAN Holdings, LLC ("CVAN") amended three existing supplemental confirmations and entered into a fourth supplemental confirmation under its master prepaid variable forward sale contract with an unaffiliated third party. The effectiveness such amendment and additional confirmations were conditioned upon the satisfaction of certain conditions precedent. The conditions precedent were satisfied, and the parties' obligations became fixed, on May 24, 2021. |
| F2 | The master contract and supplemental confirmations comprise four transactions which obligate CVAN to deliver to the counterparty an aggregate of up to 5,500,000 shares of the Issuer's Class A common stock ("Class A Shares"), or at CVAN's election, an equivalent amount of cash, on the date that is one settlement cycle from the first trading day following the final day of the Valuation Period (as defined below) for each transaction. In exchange for assuming these obligations, CVAN received an aggregate of received a cash payment of $643,905,910.80 in the aggregate. CVAN has pledged an aggregate of 6,875,000 Class A units of Carvana Group, LLC and 5,500,000 shares of Class B common stock of the Issuer (the "Pledged Securities") to secure its obligations under the contract and the transactions. |
| F3 | (continued from footnote 2) CVAN retained voting and certain dividend rights in the Pledged Shares during the term of the master contract but is required to make cash payments upon the occurrence of certain dividends declared prior to the maturity date. The Pledged Securities are exchangeable for 5,500,000 Class A Shares at any time pursuant to an Exchange Agreement, dated as of April 27, 2017, between the Issuer and CVAN. The Issuer has agreed to physically settle any exchange request received with respect to the Pledged Shares. Prior to settlement, CVAN will not be permitted to exchange, transfer or otherwise dispose of the Pledged Securities (other than in connection with the settlement of the transactions) and will, at all times, maintain the ability to cover its delivery obligations under the master contract and transactions. |
| F4 | Each transaction will be divided into 10 individual components (each consisting of up to 200,000 Class A Shares) over the 10 trading days up to, and including, December 23, 2021 (the "Valuation Period"). The number of Class A Shares to be delivered to the counterparty with respect to each component at settlement will be based on the volume weighted average closing price per-Class A Share for each trading day during the Valuation Period (the "Settlement Price"). |
| F5 | The number of Class A Shares to be delivered to the counterparty at settlement with respect to each component of the transaction will be determined as follows: (a) if the Settlement Price for any component is less than or equal to $152.5486, CVAN will deliver for that component 150,000 Class A Shares; (b) if the Settlement Price for any component is less than or equal to $261.00, but greater than $152.5486, CVAN will deliver for that component a number of Class A Shares equal to the product of (i) 150,000, multiplied by (ii) a fraction the numerator of which is $152.5486, and the denominator of which is the Settlement Price; and (c) if the Settlement Price for any component is greater than $261.00, CVAN will deliver for that component a number of shares equal to the sum of (i) the product of (A) 150,000, multiplied by |
| F6 | (continued from footnote 5) (B) a fraction the numerator of which is $152.5486, and the denominator of which is the Settlement Price, plus (ii) the product of (A) 116,666 or 116,667 (as applicable), multiplied by (B) a fraction the numerator of which is the Settlement Price minus $261.00, and the denominator of which is the Settlement Price, in each case rounded up to the nearest whole share. |
| F7 | The number of Class A Shares to be delivered to the counterparty at settlement with respect to each component of the transaction will be determined as follows: (a) if the Settlement Price for any component is less than or equal to $167.8166, CVAN will deliver for that component 100,000 Class A Shares; (b) if the Settlement Price for any component is less than or equal to $273.00, but greater than $167.8166, CVAN will deliver for that component a number of Class A Shares equal to the product of (i) 100,000, multiplied by (ii) a fraction the numerator of which is $167.8166, and the denominator of which is the Settlement Price; and (c) if the Settlement Price for any component is greater than $273.00, CVAN will deliver for that component a number of shares equal to the sum of (i) the product of (A) 100,000, multiplied by |
| F8 | (continued from footnote 7) (B) a fraction the numerator of which is $167.8166, and the denominator of which is the Settlement Price, plus (ii) the product of (A) 116,666 or 116,667 (as applicable), multiplied by (B) a fraction the numerator of which is the Settlement Price minus $273.00, and the denominator of which is the Settlement Price, in each case rounded up to the nearest whole share. |
| F9 | The number of Class A Shares to be delivered to the counterparty at settlement with respect to each component of the transaction will be determined as follows: (a) if the Settlement Price for any component is less than or equal to $167.8166, CVAN will deliver for that component 100,000 Class A Shares; and (b) if the Settlement Price for any component is less than or equal to $284.00, but greater than $180.0091, CVAN will deliver for that component a number of Class A Shares equal to the product of (i) 100,000, multiplied by (ii) a fraction the numerator of which is $180.0091, and the denominator of which is the Settlement Price; and (c) if the Settlement Price for any component is greater than $284.00, CVAN will deliver for that component a number of shares equal to the sum of (i) the product of (A) 100,000, multiplied by (B) a fraction the numerator of which is $180.0091, |
| F10 | (continued from footnote 9) and the denominator of which is the Settlement Price, plus (ii) the product of (A) 116,666 or 116,667 (as applicable), multiplied by (B) a fraction the numerator of which is the Settlement Price minus $284.00, and the denominator of which is the Settlement Price, in each case rounded up to the nearest whole share. |
| F11 | The number of Class A Shares to be delivered to the counterparty at settlement with respect to each component of the transaction will be determined as follows: (a) if the Settlement Price for any component is less than or equal to $250.00, CVAN will deliver for that component no Class A Shares; and (b) if the Settlement Price for any component is greater than $250.00, CVAN will deliver for that component a number of Class A Shares equal to the product of (i) 200,000, multiplied by (B) a fraction the numerator of which is the Settlement Price minus $250.00, and the denominator of which is the Settlement Price, in each case rounded up to the nearest whole share. |
| F12 | 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. |