Ernest C. Garcia II - Sep 25, 2024 Form 4 Insider Report for CARVANA CO. (CVNA)

Role
10%+ Owner
Signature
/s/ Ernest C. Garcia II
Stock symbol
CVNA
Transactions as of
Sep 25, 2024
Transactions value $
-$33,882,218
Form type
4
Date filed
9/27/2024, 05:38 PM
Previous filing
Sep 25, 2024
Next filing
Oct 1, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CVNA Class A Common Stock Conversion of derivative security +100K 100K Sep 25, 2024 Direct F1
transaction CVNA Class A Common Stock Sale -$3.86M -22.8K -22.78% $169.38 77.2K Sep 25, 2024 Direct F2, F3
transaction CVNA Class A Common Stock Sale -$7.59M -44.6K -57.72% $170.22 32.6K Sep 25, 2024 Direct F2, F3
transaction CVNA Class A Common Stock Sale -$3.16M -18.5K -56.53% $171.21 14.2K Sep 25, 2024 Direct F2, F3
transaction CVNA Class A Common Stock Sale -$2.04M -11.9K -83.56% $172.14 2.33K Sep 25, 2024 Direct F2, F3
transaction CVNA Class A Common Stock Sale -$404K -2.33K -100% $173.14 0 Sep 25, 2024 Direct F2, F3
transaction CVNA Class A Common Stock Conversion of derivative security +100K 100K Sep 26, 2024 Direct F1
transaction CVNA Class A Common Stock Sale -$2.12M -12.7K -12.7% $166.54 87.3K Sep 26, 2024 Direct F2, F4
transaction CVNA Class A Common Stock Sale -$4.53M -27K -30.94% $167.69 60.3K Sep 26, 2024 Direct F2, F4
transaction CVNA Class A Common Stock Sale -$6.29M -37.3K -61.81% $168.67 23K Sep 26, 2024 Direct F2, F4
transaction CVNA Class A Common Stock Sale -$3.71M -21.9K -95.22% $169.41 1.1K Sep 26, 2024 Direct F2, F4
transaction CVNA Class A Common Stock Sale -$187K -1.1K -100% $170.22 0 Sep 26, 2024 Direct F2, F4
transaction CVNA Class B Common Stock Other -100K -0.25% 39.6M Sep 25, 2024 Direct F7
transaction CVNA Class B Common Stock Other -100K -0.25% 39.5M Sep 26, 2024 Direct F7
holding CVNA Class A Common Stock 850K Sep 25, 2024 Ernest Irrevocable 2004 Trust III F5
holding CVNA Class A Common Stock 950K Sep 25, 2024 Ernest C. Garcia III Multi-Generational Trust III F6
holding CVNA Class B Common Stock 11.8M Sep 25, 2024 Ernest Irrevocable 2004 Trust III F8
holding CVNA Class B Common Stock 12M Sep 25, 2024 Ernest C. Garcia III Multi-Generational Trust III F9
holding CVNA Class B Common Stock 8M Sep 25, 2024 ECG II SPE, LLC F10

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 -125K -0.25% $0.00 49.4M Sep 25, 2024 Class A Common Stock 100K Direct F1
transaction CVNA Class A Units Conversion of derivative security $0 -125K -0.25% $0.00 49.3M Sep 26, 2024 Class A Common Stock 100K Direct F1
holding CVNA Class A Units 14.8M Sep 25, 2024 Class A Common Stock 14.8M Ernest Irrevocable 2004 Trust III F11
holding CVNA Class A Units 14.9M Sep 25, 2024 Class A Common Stock 14.9M Ernest C. Garcia III Multi-Generational Trust III F12
holding CVNA Class A Units 10M Sep 25, 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 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").
F2 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.
F3 The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $168.78-$169.77, inclusive (weighted average of $169.3803); $169.78-$170.77, inclusive (weighted average of $170.2216); $170.78-$171.77, inclusive (weighted average of $171.208); $171.80-$172.73, inclusive (weighted average of $172.1439); and $173.00-$173.23, inclusive (weighted average of $173.1372), 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 Prices reported in Column 4 are weighted average prices. Shares were sold in multiple transactions at prices ranging from $166.06-$167.00, inclusive (weighted average of $166.5433); $167.06-$168.05, inclusive (weighted average of $167.6891); $168.07-$169.06, inclusive (weighted average of $168.6722); $169.08-$170.07, inclusive (weighted average of $169.4058); and $170.13-$170.50, inclusive (weighted average of $170.2227), respectively. Reporting person undertakes to provide to issuer or staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within ranges set forth herein.
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 Common Stock ("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 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.
F8 These Class B Shares are owned directly by the 2004 Trust.
F9 These Class B Shares are owned directly by the Multi-Generational Trust.
F10 These Class B Shares are owned directly by ECG II SPE, LLC ("E-SPE"), an entity which Mr. Garcia wholly owns and controls.
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.