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

Role
10%+ Owner
Signature
/s/ Ernest C. Garcia II
Issuer symbol
CVNA
Transactions as of
25 Sep 2024
Net transactions value
-$33,882,218
Form type
4
Filing time
27 Sep 2024, 17:38:49 UTC
Previous filing
25 Sep 2024
Next filing
01 Oct 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 Conversion of derivative security +100,000 100,000 25 Sep 2024 Direct F1
transaction CVNA Class A Common Stock Sale $3,858,314 -22,779 -23% $169.38 77,221 25 Sep 2024 Direct F2, F3
transaction CVNA Class A Common Stock Sale $7,587,117 -44,572 -58% $170.22 32,649 25 Sep 2024 Direct F2, F3
transaction CVNA Class A Common Stock Sale $3,159,815 -18,456 -57% $171.21 14,193 25 Sep 2024 Direct F2, F3
transaction CVNA Class A Common Stock Sale $2,041,455 -11,859 -84% $172.14 2,334 25 Sep 2024 Direct F2, F3
transaction CVNA Class A Common Stock Sale $404,102 -2,334 -100% $173.14 0 25 Sep 2024 Direct F2, F3
transaction CVNA Class A Common Stock Conversion of derivative security +100,000 100,000 26 Sep 2024 Direct F1
transaction CVNA Class A Common Stock Sale $2,115,100 -12,700 -13% $166.54 87,300 26 Sep 2024 Direct F2, F4
transaction CVNA Class A Common Stock Sale $4,529,786 -27,013 -31% $167.69 60,287 26 Sep 2024 Direct F2, F4
transaction CVNA Class A Common Stock Sale $6,285,232 -37,263 -62% $168.67 23,024 26 Sep 2024 Direct F2, F4
transaction CVNA Class A Common Stock Sale $3,714,053 -21,924 -95% $169.41 1,100 26 Sep 2024 Direct F2, F4
transaction CVNA Class A Common Stock Sale $187,245 -1,100 -100% $170.22 0 26 Sep 2024 Direct F2, F4
transaction CVNA Class B Common Stock Other -100,000 -0.25% 39,558,131 25 Sep 2024 Direct F7
transaction CVNA Class B Common Stock Other -100,000 -0.25% 39,458,131 26 Sep 2024 Direct F7
holding CVNA Class A Common Stock 850,000 25 Sep 2024 Ernest Irrevocable 2004 Trust III F5
holding CVNA Class A Common Stock 950,000 25 Sep 2024 Ernest C. Garcia III Multi-Generational Trust III F6
holding CVNA Class B Common Stock 11,834,021 25 Sep 2024 Ernest Irrevocable 2004 Trust III F8
holding CVNA Class B Common Stock 11,952,000 25 Sep 2024 Ernest C. Garcia III Multi-Generational Trust III F9
holding CVNA Class B Common Stock 8,000,000 25 Sep 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 -125,000 -0.25% $0.000000 49,447,663 25 Sep 2024 Class A Common Stock 100,000 Direct F1
transaction CVNA Class A Units Conversion of derivative security $0 -125,000 -0.25% $0.000000 49,322,663 26 Sep 2024 Class A Common Stock 100,000 Direct F1
holding CVNA Class A Units 14,792,526 25 Sep 2024 Class A Common Stock 14,792,526 Ernest Irrevocable 2004 Trust III F11
holding CVNA Class A Units 14,940,000 25 Sep 2024 Class A Common Stock 14,940,000 Ernest C. Garcia III Multi-Generational Trust III F12
holding CVNA Class A Units 10,000,000 25 Sep 2024 Class A Common Stock 10,000,000 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.