Paul Breaux - Jul 16, 2024 Form 4 Insider Report for CARVANA CO. (CVNA)

Signature
/s/ Paul Breaux
Stock symbol
CVNA
Transactions as of
Jul 16, 2024
Transactions value $
-$2,281,052
Form type
4
Date filed
7/18/2024, 07:05 PM
Previous filing
Jul 3, 2024
Next filing
Aug 2, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CVNA Class A Common Stock Sale -$2.18M -15K -11.62% $145.00 114K Jul 16, 2024 Direct F1
transaction CVNA Class A Common Stock Conversion of derivative security $0 +15K +13.14% $0.00 129K Jul 18, 2024 Direct F1, F2, F3, F4

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 -$43.4K -8.9K -100% $4.88* 0 Jul 18, 2024 Class A Common Stock 6.81K $4.88 Direct F1, F2, F4
transaction CVNA Class B Units Conversion of derivative security -$62.7K -10.8K -43.12% $5.81* 14.2K Jul 18, 2024 Class A Common Stock 8.19K $5.81 Direct F1, F3, F4
* 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 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").
F2 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 thereafter. 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 thereafter. The Class B Units have no expiration date.
F3 The Reporting Person was granted 25,000 Class B Units on September 23, 2016 with a participation threshold of $5.8114; 5,000 of which vested on August 9, 2017 and 416 of which vested on the first of each month thereafter. The Class B Units have no expiration date.
F4 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.

Remarks:

Vice President, General Counsel, & Secretary