Paul Breaux - Jul 9, 2021 Form 4 Insider Report for CARVANA CO. (CVNA)

Role
Vice President, General Counsel, & Secretary
Signature
/s/ Paul Breaux
Stock symbol
CVNA
Transactions as of
Jul 9, 2021
Transactions value $
-$330,219
Form type
4
Date filed
7/13/2021, 06:36 PM
Previous filing
Jul 6, 2021
Next filing
Aug 4, 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 +1K +3.37% $0.00 30.6K Jul 12, 2021 Direct F1, F2
transaction CVNA Class A Common Stock Sale -$324K -1K -3.26% $324.00* 29.6K Jul 9, 2021 Direct F1

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 -$6.22K -1.28K -1.59% $4.88* 78.7K Jul 12, 2021 Class A Common Stock 1K $4.88 Direct F1, F2, F3, F4
* 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 November 5, 2020. The Reporting Person acquired the Class A Common Stock on July 9, 2021 by exchanging 1,275 Class B common units of Carvana Group, LLC ("Class B Units") for 1,000 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 The exchanged Class B Units have a participation threshold of $4.878. The Class B Units have no expiration date.
F4 The Reporting Person was granted 250,000 Class B Units on December 30, 2015 with a participation threshold of $4.878; 50,000 of which vested on August 3, 2016 and 4,167 of which vest on the first of each month beginning September 1, 2016. The Reporting Person was also granted 12,500 Class B Units on January 29, 2016 with a participation threshold of $4.878; 2,500 of which vested on August 3, 2016 and 209 of which vest on the first of each month beginning September 1, 2016.

Remarks:

Vice President, General Counsel, & Secretary