Paul Breaux - Sep 20, 2024 Form 4 Insider Report for CARVANA CO. (CVNA)

Signature
/s/ Paul Breaux
Stock symbol
CVNA
Transactions as of
Sep 20, 2024
Transactions value $
-$2,745,480
Form type
4
Date filed
9/23/2024, 06:49 PM
Previous filing
Sep 4, 2024
Next filing
Oct 3, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CVNA Class A Common Stock Sale -$2.6M -15K -11.73% $173.00 113K Sep 20, 2024 Direct F1
transaction CVNA Class A Common Stock Conversion of derivative security $0 +15K +13.29% $0.00 128K Sep 23, 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 -$82.6K -14.2K -100% $5.81 0 Sep 23, 2024 Class A Common Stock 10.9K $5.81 Direct F1, F2, F3
transaction CVNA Class B Units Conversion of derivative security -$67.8K -5.65K -11.31% $12.00 44.3K Sep 23, 2024 Class A Common Stock 4.12K $12.00 Direct F1, F2, 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 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.
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 The Reporting Person was granted 50,000 Class B Units on April 27, 2017 with a participation threshold of $12.00; 10,000 of which vested on February 1, 2018 and 833 of which vested on the first of each month thereafter. The Class B Units have no expiration date.

Remarks:

Vice President, General Counsel, & Secretary