CVAN Holdings LLC - Dec 3, 2021 Form 4 Insider Report for CARVANA CO. (CVNA)

Role: 10%+ Owner
Signature: CVAN Holdings, LLC, By: /s/ Joe Nicosia, Vice President
Stock symbol: CVNA
Transactions as of: Dec 3, 2021
Transactions value $: $0
Form type: 4
Date filed: 12/6/2021, 06:54 PM
Previous filing: May 26, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CVNA	Class B Common Stock	Conversion of derivative security	$0	-4.3M	-33.61%	$0.00	8.5M	Dec 3, 2021	Direct	F1, F2, F3
transaction	CVNA	Class A Common Stock	Conversion of derivative security	$0	+4.3M	+505.88%	$0.00	5.15M	Dec 3, 2021	Direct	F1
transaction	CVNA	Class A Common Stock	Other	$0	-4.3M	-83.5%	$0.00	850K	Dec 3, 2021	Direct	F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CVNA	Class A Common Units	Conversion of derivative security	$0	-5.38M	-33.61%	$0.00	10.6M	Dec 3, 2021	Class A Common Stock	4.3M	$0.00	Direct	F1, F2, F3, F4
transaction	CVNA	Forward Sale Contract (obligation to sell)	Other		-4.3M	-100%		0	Dec 3, 2021	Class A Common Stock	4.3M		Direct	F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

CVAN Holdings LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	On December 3, 2021, CVAN Holdings, LLC ("CVAN") exchanged 5,375,000 Class A common units of Carvana Group, LLC ("Class A Units") and 4,300,000 shares of Class B common stock, par value $0.001 per share, of the Issuer (the "Class B Common Stock") for 4,300,000 shares of Class A common stock, par value $0.001 per share, of the Issuer (the "Class A Common Stock") pursuant to an exchange agreement entered into by and among the Issuer, CVAN and certain other holders of Class A Units immediately prior to the effectiveness of the Registration Statement on Form S-1 (File No. 333-217085) relating to the Issuer's initial public offering (the "Exchange Agreement").
F2	The Exchange Agreement permits holders of Class A Units to exchange their Class A Units for shares of Class A Common Stock at a rate of four shares of Class A Common Stock for every five Class A Units being exchanged. Additionally, to the extent such holders of Class A Units also hold Class B Common Stock, they are required to deliver to the Issuer a number of shares of Class B Common Stock equal to the number of shares of Class A Common Stock being received in the exchange.
F3	CVAN is a wholly-owned subsidiary of Delaware Life Holdings Parent, LLC ("Parent I"). Parent I is a wholly-owned subsidiary 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.
F4	The Class A Units are exchangeable for shares of Class A Common Stock at a rate of four shares of Class A Common Stock for every five Class A Units being exchanged, or at the Carvana Co. Sub LLC's election, for cash equal to the value of a share of Class A Common Stock multiplied by 0.8 times the number of Class A Units being exchanged. The Class A Units have no expiration date.
F5	On June 14, 2019, CVAN entered into a prepaid variable forward sale contract (as amended on September 30, 2021, the "VPF) with an unaffiliated third party (the "Counterparty"), the effectiveness of which was conditioned upon the satisfaction of certain conditions precedent. On December 3, 2021, CVAN and the Counterparty terminated the VPF. Pursuant to the terms of the termination, CVAN will pay to the Counterparty $1,800,000 and deliver 4,300,000 shares of Class A Common Stock. In order to satisfy its obligation to deliver 4,300,000 shares of Class A Comon Stock under the terms of the termination, CVAN has exchanged 5,375,000 Class A Units and 4,3000,000 shares of Class B Common Stock, that were previously pledged to the Counterparty under the terms of the prepaid variable forward sale contract, into 5,375,000 shares of Class A Common Stock.