Ernest C. Garcia III - Feb 22, 2023 Form 4/A - Amendment Insider Report for CARVANA CO. (CVNA)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ Paul Breaux, by Power of Attorney for Ernest C. Garcia, III
Stock symbol
CVNA
Transactions as of
Feb 22, 2023
Transactions value $
$0
Form type
4/A - Amendment
Date filed
2/28/2023, 05:10 PM
Date Of Original Report
Feb 24, 2023
Previous filing
Feb 2, 2023
Next filing
Mar 3, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CVNA Class A Common Stock Award $0 +99.5K +12.88% $0.00 872K Feb 22, 2023 Direct F1
holding CVNA Class A Common Stock 950K Feb 22, 2023 Ernest C. Garcia III Multi-Generational Trust III F2, F3
holding CVNA Class A Common Stock 850K Feb 22, 2023 Ernest Irrevocable 2004 Trust III F4, F5
holding CVNA Class B Common Stock 11.8M Feb 22, 2023 Ernest Irrevocable 2004 Trust III F4, F6
holding CVNA Class B Common Stock 12M Feb 22, 2023 Ernest C. Garcia III Multi-Generational Trust III F2, F7
holding CVNA Class B Common Stock 3.66M Feb 22, 2023 Direct

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 Stock Options (Right to Buy) Award $0 +500K $0.00 500K Feb 22, 2023 Class A Common Stock 500K $10.07 Direct F8, F9
holding CVNA Class A Units 14.9M Feb 22, 2023 Class A Common Stock 12M Ernest C. Garcia III Multi-Generational Trust III F2, F10, F11
holding CVNA Class A Units 14.8M Feb 22, 2023 Class A Common Stock 11.8M Ernest Irrevocable 2004 Trust III F4, F10, F12
holding CVNA Class A Units 4.58M Feb 22, 2023 Class A Common Stock 3.66M Direct F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares of Class A Common Stock of Carvana Co. (the "Issuer") underlying restricted stock units acquired by the Reporting Person. The restricted stock units vest 25% on April 1, 2024 and monthly thereafter for the following three years, subject to the Reporting Person's continued service with the Issuer.
F2 The Reporting Person is the Co-Administrative Trustee and Co-Investment Trustee of the Ernest C. Garcia III Multi-Generational Trust III (the "Multi-Generational Trust") and therefore shares voting and dispositive power over the units and shares held directly by the Multi-Generational Trust. The reported securities are directly held by the Multi-Generational Trust, for which the Reporting Person was formally named Co-Trustee on February 1, 2022. Because this change in the Reporting Person's beneficial ownership did not involve a reportable transfer or other transaction with respect to the Issuer's securities, this filing is voluntarily being made now in order to incorporate securities held by the Multi-Generational Trust into his reported holdings.
F3 These shares of Class A Common Stock are held directly by the Multi-Generational Trust.
F4 The Reporting Person is the Co-Administrative Trustee and Co-Investment Trustee of the Ernest Irrevocable 2004 Trust III (the "Irrevocable Trust") and therefore shares voting and dispositive power over the shares held directly by the Irrevocable Trust.
F5 These shares of Class A Common Stock are held directly by the Irrevocable Trust.
F6 These shares of Class B Common Stock are held directly by the Irrevocable Trust.
F7 These shares of Class B Common Stock are held directly by the Multi-Generational Trust.
F8 On February 24, 2023 the Reporting Person filed a Form 4 which, due to a clerical error, incorrectly reported a grant of a non-qualified stock option representing the right to purchase 502,619 shares of Class A Common Stock of the Issuer. This amended Form 4 is filed solely to report the correct amount of 500,000 shares.
F9 The non-qualified stock options representing the right to purchase for the exercise price Class A Common Stock of the Issuer vest 25% on April 1, 2024 and monthly thereafter for the following three years, subject to the Reporting Person's continued service with the Issuer.
F10 Pursuant to the Exchange Agreeement, dated April 27, 2017, by and among the Issuer, Carvana Co. Sub LLC, Carvana Group, LLC and the members of Carvana Group, LLC, the Class A Units are exchangeable for 0.8 shares of Class A Common Stock of the Issuer, together with an equivalent number of shares of Class B Common Stock of the Issuer.
F11 These Class A Units are held directly by the Multi-Generational Trust.
F12 These Class A Units are held directly by the Irrevocable Trust.