Ryan S. Keeton - May 17, 2021 Form 4 Insider Report for CARVANA CO. (CVNA)

Role
Chief Brand Officer
Signature
/s/ Paul Breaux, by Power of Attorney for Ryan S. Keeton
Stock symbol
CVNA
Transactions as of
May 17, 2021
Transactions value $
-$2,274,800
Form type
4
Date filed
5/19/2021, 06:32 PM
Next filing
Jun 3, 2021

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 $0 +10K +31.18% $0.00 42.1K May 17, 2021 Direct F1, F2
transaction CVNA Class A Common Stock Sale -$2.27M -10K -23.77% $227.48* 32.1K May 17, 2021 Direct F1, F3

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 B Units Conversion of derivative security $0 -12.5K -23.26% $0.00 41.2K May 17, 2021 Class A Common Stock 10K Direct F1, F2, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 9, 2020. The Reporting Person acquired the Class A Common Stock on May 17, 2021 by exchanging 12,500 Class B common units of Carvana Group, LLC ("Class B Units") for 10,000 shares of Class A Common Stock pursuant to an exchange agreement among the Issuer and certain common unit holders of Carvana Group, LLC, dated April 27, 2017 (the "Exchange Agreement").
F2 The Exchange Agreement permits holders of Class B Units to exchange their Class B Units for a number of shares of the Issuer's Class A Common Stock equal to the Class A Common Stock Value less the Adjusted Participation Threshold (as each term is defined in the Exchange Agreement) multiplied by 0.8 times the number of Class B Units being exchanged, divided by the Class A Common Stock Value.
F3 This transaction was executed in multiple trades at prices ranging from $223.01 to $236.10, inclusive; the price reported above reflects the volume weighted average sale price.
F4 The exchanged Class B Units have a participation threshold of $0.00. The Class B Units have no expiration date.
F5 The Reporting Person was granted 500,000 Class B common units on March 24, 2015 with a participation threshold of $0.00; 125,000 vested on the grant date and 8,333 vest on the first of each month thereafter.