Ernest C. Garcia II - Aug 18, 2023 Form 4 Insider Report for CARVANA CO. (CVNA)

Role
10%+ Owner
Signature
/s/ Ernest C. Garcia II
Stock symbol
CVNA
Transactions as of
Aug 18, 2023
Transactions value $
$208,800,046
Form type
4
Date filed
8/22/2023, 06:09 PM
Previous filing
Jun 15, 2022
Next filing
Apr 15, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CVNA Class B Common Stock Award $92.8M +2.5M +6.43% $37.05 41.4M Aug 18, 2023 Direct F1
holding CVNA Class A Common Stock 3.36M Aug 18, 2023 Direct
holding CVNA Class A Common Stock 2.58M Aug 18, 2023 Verde Investments, Inc. F2
holding CVNA Class A Common Stock 850K Aug 18, 2023 Ernest Irrevocable 2004 Trust III F3
holding CVNA Class A Common Stock 950K Aug 18, 2023 Ernest C. Garcia III Multi-Generational Trust III F4
holding CVNA Class B Common Stock 11.8M Aug 18, 2023 Ernest Irrevocable 2004 Trust III F5
holding CVNA Class B Common Stock 12M Aug 18, 2023 Ernest C. Garcia III Multi-Generational Trust III F6
holding CVNA Class B Common Stock 8M Aug 18, 2023 ECG II SPE, LLC F7

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 Award $116M +3.13M +6.43% $37.05 51.8M Aug 18, 2023 Class A Common Stock 2.5M Direct F1, F8
holding CVNA Class A Units 14.8M Aug 18, 2023 Class A Common Stock Ernest Irrevocable 2004 Trust III F9
holding CVNA Class A Units 14.9M Aug 18, 2023 Class A Common Stock Ernest C. Garcia III Multi-Generational Trust III F10
holding CVNA Class A Units 10M Aug 18, 2023 Class A Common Stock ECG II SPE, LLC F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On August 18, 2023, the Issuer entered into a Securities Purchase Agreement with Carvana Group, LLC ("Carvana Group"), the Reporting Person and Ernest C. Garcia, III, pursuant to which the Reporting Person agreed to purchase 3,131,074 Class A Units for a per unit purchase price of $37.048 and will receive, for no additional consideration, 2,504,859 shares of Class B Common Stock.
F2 These Class A Shares are owned directly by Verde Investments, Inc., an entity which Mr. Garcia wholly owns and controls.
F3 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, Ernest C. Garcia III, is the sole beneficiary.
F4 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 Ernest C. Garcia III and his children are the sole beneficiaries.
F5 These Class B Shares are owned directly by the 2004 Trust.
F6 These Class B Shares are owned directly by the Multi-Generational Trust.
F7 These Class B Shares are owned directly by ECG II SPE, LLC ("E-SPE"), an entity which Mr. Garcia wholly owns and controls.
F8 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").
F9 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.
F10 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.
F11 These Class A Units are owned directly by E-SPE and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.