Paul W. Breaux - 22 Oct 2024 Form 4 Insider Report for CARVANA CO. (CVNA)

Signature
/s/ Paul Breaux
Issuer symbol
CVNA
Transactions as of
22 Oct 2024
Net transactions value
-$8,383,988
Form type
4
Filing time
24 Oct 2024, 18:40:00 UTC
Previous filing
03 Oct 2024
Next filing
01 Nov 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CVNA Class A Common Stock Options Exercise $68,164 +6,769 +5.3% $10.07 134,042 22 Oct 2024 Direct F1
transaction CVNA Class A Common Stock Sale $2,880,504 -14,548 -11% $198.00 119,494 22 Oct 2024 Direct F1, F2
transaction CVNA Class A Common Stock Conversion of derivative security $0 +7,779 +6.5% $0.000000 127,273 23 Oct 2024 Direct F1, F3, F4
transaction CVNA Class A Common Stock Sale $5,039,496 -25,452 -20% $198.00 101,821 23 Oct 2024 Direct F1
transaction CVNA Class A Common Stock Conversion of derivative security $0 +24,937 +24% $0.000000 126,758 23 Oct 2024 Direct F1, 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 Stock Options (Right to Buy) Options Exercise $0 -6,769 -2.1% $0.000000 309,334 22 Oct 2024 Class A Common Stock 6,769 $10.07 Direct F5
transaction CVNA Class B Units Conversion of derivative security $126,612 -10,551 -24% $12.00 33,795 23 Oct 2024 Class A Common Stock 7,779 $12.00 Direct F1, F3, F4
transaction CVNA Class B Units Conversion of derivative security $405,540 -33,795 -100% $12.00 0 23 Oct 2024 Class A Common Stock 24,937 $12.00 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 This transaction was executed in multiple trades at prices ranging from $ 198.00 to $198.07, 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.
F3 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.
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.
F5 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.

Remarks:

Vice President, General Counsel, & Secretary