Paul Breaux - May 1, 2024 Form 4 Insider Report for CARVANA CO. (CVNA)

Signature
/s/ Paul Breaux
Stock symbol
CVNA
Transactions as of
May 1, 2024
Transactions value $
-$7,061,097
Form type
4
Date filed
5/3/2024, 07:55 PM
Previous filing
Apr 3, 2024
Next filing
Jun 4, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CVNA Class A Common Stock Award $0 +33.4K +30.41% $0.00 143K May 1, 2024 Direct F1
transaction CVNA Class A Common Stock Sale -$33.6K -300 -0.21% $112.14 143K May 2, 2024 Direct F2, F3
transaction CVNA Class A Common Stock Sale -$227K -2K -1.4% $113.43 141K May 2, 2024 Direct F2, F4
transaction CVNA Class A Common Stock Sale -$91.6K -801 -0.57% $114.37 140K May 2, 2024 Direct F2, F5
transaction CVNA Class A Common Stock Sale -$162K -1.4K -1% $115.41 139K May 2, 2024 Direct F2, F6
transaction CVNA Class A Common Stock Sale -$140K -1.2K -0.87% $116.69 137K May 2, 2024 Direct F2, F7
transaction CVNA Class A Common Stock Sale -$252K -2.14K -1.56% $117.84 135K May 2, 2024 Direct F2, F8
transaction CVNA Class A Common Stock Sale -$178K -1.5K -1.11% $118.72 134K May 2, 2024 Direct F2, F9
transaction CVNA Class A Common Stock Sale -$175K -1.46K -1.09% $119.95 132K May 2, 2024 Direct F2, F10
transaction CVNA Class A Common Stock Sale -$72.6K -600 -0.45% $120.99 132K May 2, 2024 Direct F2, F11
transaction CVNA Class A Common Stock Conversion of derivative security $0 +28.6K +21.68% $0.00 160K May 3, 2024 Direct F12, F13
transaction CVNA Class A Common Stock Sale -$3.6M -30K -18.71% $120.00 130K May 2, 2024 Direct F12
transaction CVNA Class A Common Stock Conversion of derivative security $0 +15K +11.51% $0.00 145K May 3, 2024 Direct F12, F13
transaction CVNA Class A Common Stock Sale -$1.85M -15K -10.32% $123.00 130K May 3, 2024 Direct F12

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 -$187K -38.3K -56.9% $4.88* 29K May 3, 2024 Class A Common Stock 28.6K $4.88 Direct F12, F13, F14
transaction CVNA Class B Units Conversion of derivative security -$97.9K -20.1K -69.29% $4.88* 8.9K May 3, 2024 Class A Common Stock 15K $4.88 Direct F12, F13, F14
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 Represents restricted stock units ("RSUs") granted on February 22, 2023 under the Reporting Person's Performance Restricted Stock Unit Award Agreement between Carvana Co. and the Reporting Person, dated February 22, 2023 ("2023 PRSU Agreement"). The performance condition in the 2023 PRSU Agreement has been met, and all RSUs vested on May 1, 2024.
F2 Represents total number of shares of Class A Common Stock of the Issuer sold to pay required taxes upon vesting of restricted stock units pursuant to various awards.
F3 This transaction was executed in multiple trades at prices ranging from $ 111.83 to $112.30, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.
F4 This transaction was executed in multiple trades at prices ranging from $ 112.86 to $113.81, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.
F5 This transaction was executed in multiple trades at prices ranging from $ 113.88 to $114.69, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.
F6 This transaction was executed in multiple trades at prices ranging from $ 115.13 to $116.05, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.
F7 This transaction was executed in multiple trades at prices ranging from $ 116.29 to $117.12, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.
F8 This transaction was executed in multiple trades at prices ranging from $ 117.37 to $118.23 inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.
F9 This transaction was executed in multiple trades at prices ranging from $ 118.39 to $119.14, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.
F10 This transaction was executed in multiple trades at prices ranging from $ 119.58 to $120.27, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.
F11 This transaction was executed in multiple trades at prices ranging from $ 120.59 to $121.50, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.
F12 The reported conversions and sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 9, 2023 (the "10b5-1 Plan").
F13 Pursuant to an exchange agreement among the Issuer and certain common unit holders of Carvana Group, LLC, dated April 27, 2017 (the "Exchange Agreement"), holders of Class B Units may 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.
F14 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 vested 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 vested on the first of each month beginning September 1, 2016. The Class B Units have no expiration date.

Remarks:

Vice President, General Counsel, & Secretary