Ernest C. Garcia II - 23 Aug 2024 Form 4 Insider Report for CARVANA CO. (CVNA)

Role
10%+ Owner
Signature
/s/ Ernest C. Garcia II
Issuer symbol
CVNA
Transactions as of
23 Aug 2024
Net transactions value
-$31,244,265
Form type
4
Filing time
27 Aug 2024, 19:38:49 UTC
Previous filing
23 Aug 2024
Next filing
29 Aug 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 $60,672 -400 -0.21% $151.68 190,414 23 Aug 2024 Verde Investments, Inc. F1, F2, F3
transaction CVNA Class A Common Stock Sale $1,214,234 -7,913 -4.2% $153.45 182,501 23 Aug 2024 Verde Investments, Inc. F1, F2, F3
transaction CVNA Class A Common Stock Sale $4,392,339 -28,512 -16% $154.05 153,989 23 Aug 2024 Verde Investments, Inc. F1, F2, F3
transaction CVNA Class A Common Stock Sale $1,989,286 -12,826 -8.3% $155.10 141,163 23 Aug 2024 Verde Investments, Inc. F1, F2, F3
transaction CVNA Class A Common Stock Sale $2,202,847 -14,108 -10% $156.14 127,055 23 Aug 2024 Verde Investments, Inc. F1, F2, F3
transaction CVNA Class A Common Stock Sale $1,718,105 -10,938 -8.6% $157.08 116,117 23 Aug 2024 Verde Investments, Inc. F1, F2, F3
transaction CVNA Class A Common Stock Sale $1,300,510 -8,218 -7.1% $158.25 107,899 23 Aug 2024 Verde Investments, Inc. F1, F2, F3
transaction CVNA Class A Common Stock Sale $2,715,618 -17,085 -16% $158.95 90,814 23 Aug 2024 Verde Investments, Inc. F1, F2, F3
transaction CVNA Class A Common Stock Sale $3,135,335 -20,206 -22% $155.17 70,608 26 Aug 2024 Verde Investments, Inc. F1, F3, F4
transaction CVNA Class A Common Stock Sale $4,561,483 -29,221 -41% $156.10 41,387 26 Aug 2024 Verde Investments, Inc. F1, F3, F4
transaction CVNA Class A Common Stock Sale $4,858,934 -30,917 -75% $157.16 10,470 26 Aug 2024 Verde Investments, Inc. F1, F3, F4
transaction CVNA Class A Common Stock Sale $1,653,192 -10,470 -100% $157.90 0 26 Aug 2024 Verde Investments, Inc. F1, F3, F4
transaction CVNA Class A Common Stock Conversion of derivative security +9,186 9,186 26 Aug 2024 Direct F5
transaction CVNA Class A Common Stock Sale $996,996 -6,371 -69% $156.49 2,815 26 Aug 2024 Direct F1, F6
transaction CVNA Class A Common Stock Sale $349,616 -2,215 -79% $157.84 600 26 Aug 2024 Direct F1, F6
transaction CVNA Class A Common Stock Sale $95,098 -600 -100% $158.50 0 26 Aug 2024 Direct F1, F6
transaction CVNA Class B Common Stock Other -9,186 -0.02% 41,433,131 26 Aug 2024 Direct F9
holding CVNA Class A Common Stock 850,000 23 Aug 2024 Ernest Irrevocable 2004 Trust III F7
holding CVNA Class A Common Stock 950,000 23 Aug 2024 Ernest C. Garcia III Multi-Generational Trust III F8
holding CVNA Class B Common Stock 11,834,021 23 Aug 2024 Ernest Irrevocable 2004 Trust III F10
holding CVNA Class B Common Stock 11,952,000 23 Aug 2024 Ernest C. Garcia III Multi-Generational Trust III F11
holding CVNA Class B Common Stock 8,000,000 23 Aug 2024 ECG II SPE, LLC F12

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 Units Conversion of derivative security $0 -11,483 -0.02% $0.000000 51,791,413 26 Aug 2024 Class A Common Stock 9,186 Direct F5
holding CVNA Class A Units 14,792,526 23 Aug 2024 Class A Common Stock 14,792,526 Ernest Irrevocable 2004 Trust III F13
holding CVNA Class A Units 14,940,000 23 Aug 2024 Class A Common Stock 14,940,000 Ernest C. Garcia III Multi-Generational Trust III F14
holding CVNA Class A Units 10,000,000 23 Aug 2024 Class A Common Stock 10,000,000 ECG II SPE, LLC F15
* 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 $151.62 to $151.74, inclusive (weighted average of $151.68); $152.63 to $153.62, inclusive (weighted average of $153.448); $153.63 to $154.6275, inclusive (weighted average of $154.0523); $154.63 to $155.625, inclusive (weighted average of $155.0979); $155.63 to $156.61, inclusive (weighted average of $156.1417); $156.65 to $157.645, inclusive (weighted average of $157.0767); $157.65 to $158.6475, inclusive (weighted average of $158.2514); and $158.65 to $159.53, inclusive (weighted average of $158.9475), 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 Class A Common Stock ("Class A Shares") are owned directly by Verde Investments, Inc., an entity which Mr. Garcia wholly owns and controls.
F4 The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $154.60 to $155.59, inclusive (weighted average of $155.1685); $155.60 to $156.5925, inclusive (weighted average of $156.1029); $156.60 to $157.59, inclusive (weighted average of $157.1606); and $157.60 to $158.50, inclusive (weighted average of $157.898), 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.
F5 Reflects the conversion of Class A Common Units ("Class A Units") of Carvana Group, LLC ("Carvana Group") owned directly by Ernest C. Garcia II into Class A Shares of the Issuer 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").
F6 The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $156.24 to $157.13, inclusive (weighted average of $156.4897); $157.31 to $157.89, inclusive (weighted average of $157.8404); and $158.49 to $158.50, inclusive (weighted average of $158.4967) 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.
F7 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.
F8 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.
F9 Reflects the cancellation for no consideration of Class B Common Stock of the Issuer ("Class B Shares") in connection with the conversion of Class A Units into Class A Shares. Following the reported transaction, the remaining Class B Shares are owned directly by Ernest C. Garcia II.
F10 These Class B Shares are owned directly by the 2004 Trust.
F11 These Class B Shares are owned directly by the Multi-Generational Trust.
F12 These Class B Shares are owned directly by ECG II SPE, LLC ("E-SPE"), an entity which Mr. Garcia wholly owns and controls.
F13 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.
F14 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.
F15 These Class A Units are owned directly by E-SPE and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.