Ernest C. Garcia III - Aug 18, 2023 Form 4 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
Aug 18, 2023
Transactions value $
$17,999,993
Form type
4
Date filed
8/21/2023, 05:13 PM
Previous filing
Aug 3, 2023
Next filing
Sep 5, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CVNA Class B Common Stock Award $8M +216K +5.89% $37.05 3.88M Aug 18, 2023 Direct F1
holding CVNA Class B Common Stock 12M Aug 18, 2023 Ernest C. Garcia III Multi-Generational Trust III F2
holding CVNA Class B Common Stock 11.8M Aug 18, 2023 Ernest Irrevocable 2004 Trust III 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 A Units Award $10M +270K +5.89% $37.05 4.85M Aug 18, 2023 Class A Common Stock 216K Direct F1, F4
holding CVNA Class A Units 14.9M Aug 18, 2023 Class A Common Stock 12M Ernest C. Garcia III Multi-Generational Trust III F4, F5
holding CVNA Class A Units 14.8M Aug 18, 2023 Class A Common Stock 11.8M Ernest Irrevocable 2004 Trust III F4, F6
* 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, II, pursuant to which the Reporting Person agreed to purchase 269,920 Class A Units for a per unit purchase price of $37.048 and will receive, for no additional consideration, 215,936 shares of Class B Common Stock.
F2 These shares of Class B Common Stock are held directly by the Ernest C. Garcia III Multi-Generational Trust III (the "Multi-Generational Trust"). The Reporting Person is the Co-Administrative Trustee and Co-Investment Trustee of the Multi-Generational Trust and therefore shares voting and dispositive power over the shares held directly by the Multi-Generational Trust.
F3 These shares of Class B Common Stock are held directly by the Ernest Irrevocable 2004 Trust III (the "Irrevocable Trust"). The Reporting Person is the Co-Administrative Trustee and Co-Investment Trustee of the Irrevocable Trust and therefore shares voting and dispositive power over the shares held directly by the Irrevocable Trust.
F4 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, each Class A Unit, together with a number of shares of Class B Common Stock of the Issuer equivalent to the shares of Class A Common Stock obtained, is exchangeable for 0.8 shares of Class A Common Stock of the Issuer.
F5 These Class A Units are held directly by the Multi-Generational Trust.
F6 These Class A Units are held directly by the Irrevocable Trust.