Ernest C. Garcia II - 22 May 2024 Form 4 Insider Report for CARVANA CO. (CVNA)

Role
10%+ Owner
Signature
/s/ Ernest C. Garcia II
Issuer symbol
CVNA
Transactions as of
22 May 2024
Transactions value $
-$13,669,900
Form type
4
Filing time
24 May 2024, 15:49:16
Previous filing
22 May 2024
Next filing
29 May 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CVNA Class A Common Stock Sale -$3.26M -28.3K -1.26% $115.12 2.23M 22 May 2024 Direct F1, F2
transaction CVNA Class A Common Stock Sale -$2.68M -23.1K -1.04% $116.04 2.21M 22 May 2024 Direct F1, F2
transaction CVNA Class A Common Stock Sale -$711K -6.08K -0.28% $117.03 2.2M 22 May 2024 Direct F1, F2
transaction CVNA Class A Common Stock Sale -$295K -2.5K -0.11% $117.81 2.2M 22 May 2024 Direct F1, F2
transaction CVNA Class A Common Stock Sale -$1.4M -12.8K -0.58% $109.30 2.18M 23 May 2024 Direct F1, F3
transaction CVNA Class A Common Stock Sale -$624K -5.65K -0.26% $110.43 2.18M 23 May 2024 Direct F1, F3
transaction CVNA Class A Common Stock Sale -$1.15M -10.3K -0.47% $111.53 2.17M 23 May 2024 Direct F1, F3
transaction CVNA Class A Common Stock Sale -$1.26M -11.2K -0.52% $112.28 2.16M 23 May 2024 Direct F1, F3
transaction CVNA Class A Common Stock Sale -$695K -6.13K -0.28% $113.35 2.15M 23 May 2024 Direct F1, F3
transaction CVNA Class A Common Stock Sale -$871K -7.6K -0.35% $114.55 2.14M 23 May 2024 Direct F1, F3
transaction CVNA Class A Common Stock Sale -$726K -6.3K -0.29% $115.30 2.14M 23 May 2024 Direct F1, F3
holding CVNA Class A Common Stock 2.58M 22 May 2024 Verde Investments, Inc. F4
holding CVNA Class A Common Stock 850K 22 May 2024 Ernest Irrevocable 2004 Trust III F5
holding CVNA Class A Common Stock 950K 22 May 2024 Ernest C. Garcia III Multi-Generational Trust III F6
holding CVNA Class B Common Stock 41.4M 22 May 2024 Direct
holding CVNA Class B Common Stock 11.8M 22 May 2024 Ernest Irrevocable 2004 Trust III F7
holding CVNA Class B Common Stock 12M 22 May 2024 Ernest C. Garcia III Multi-Generational Trust III F8
holding CVNA Class B Common Stock 8M 22 May 2024 ECG II SPE, LLC F9

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
holding CVNA Class A Units 51.8M 22 May 2024 Class A Common Stock 51.8M Direct F10
holding CVNA Class A Units 14.8M 22 May 2024 Class A Common Stock 14.8M Ernest Irrevocable 2004 Trust III F11
holding CVNA Class A Units 14.9M 22 May 2024 Class A Common Stock 14.9M Ernest C. Garcia III Multi-Generational Trust III F12
holding CVNA Class A Units 10M 22 May 2024 Class A Common Stock 10M ECG II SPE, LLC F13
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Ernest C. Garcia II and Elizabeth Joanne Garcia on March 11, 2024.
F2 The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $114.55 to $115.53, inclusive (weighted average of $115.1157); $115.55 to $116.54, inclusive (weighted average of $116.0391); $116.55 to $117.50, inclusive (weighted average of $117.0343); and $117.55 to $118.11, inclusive (weighted average of $117.8096), respectively. The reporting person undertakes to provide to the issuer or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.
F3 The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $108.85 to $109.84, inclusive (weighted average of $109.3042); $109.88 to $110.87, inclusive (weighted average of $110.4299); $110.89 to $111.88, inclusive (weighted average of $111.5281); $111.90 to $112.86, inclusive (weighted average of $112.2809); $112.91 to $113.90, inclusive (weighted average of $113.3531); $113.91 to $114.90, inclusive (weighted average of $114.5475); and $114.96 to $115.88, inclusive (weighted average of $115.3015), respectively. The reporting person undertakes to provide to the issuer or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.
F4 These Class A Shares are owned directly by Verde Investments, Inc., an entity which Mr. Garcia wholly owns and controls.
F5 These Class A Shares are owned directly by the Ernest Irrevocable 2004 Trust III (the "2004 Trust"). Mr. Garcia may have shared voting and dispositive power with respect to the Class A Shares held by the 2004 Trust. Mr. Garcia is a non-voting co-trustee with respect to the 2004 Trust and Mr. Garcia's son, Ernie Garcia III, is the sole beneficiary.
F6 These Class A Shares are owned directly by the Ernest C. Garcia III Multi-Generational Trust III (the "Multi-Generational Trust"). Mr. Garcia may have shared voting and dispositive power with respect to the Class A Shares held by the Multi-Generational Trust. Mr. Garcia is a non-voting co-trustee with respect to the Multi-Generational Trust, and Ernie Garcia III and his children are the sole beneficiaries.
F7 These Class B Shares are owned directly by the 2004 Trust.
F8 These Class B Shares are owned directly by the Multi-Generational Trust.
F9 These Class B Shares are owned directly by ECG II SPE, LLC ("E-SPE"), an entity which Mr. Garcia wholly owns and controls.
F10 These Class A Units are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement, dated April 27, 2017, by and among the Issuer, Carvana Co. Sub LLC, Carvana Group and the members of Carvana Group (the "Exchange Agreement").
F11 These Class A Units are owned directly by the 2004 Trust and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.
F12 These Class A Units are owned directly by the Multi-Generational Trust and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.
F13 These Class A Units are owned directly by E-SPE and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.