Mark W. Jenkins - 14 Feb 2025 Form 4 Insider Report for CARVANA CO. (CVNA)

Role
Chief Financial Officer
Signature
/s/ Paul Breaux, by Power of Attorney for Mark W. Jenkins
Issuer symbol
CVNA
Transactions as of
14 Feb 2025
Net transactions value
-$11,353,760
Form type
4
Filing time
18 Feb 2025, 18:52:44 UTC
Previous filing
04 Feb 2025
Next filing
04 Mar 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CVNA Class A Common Stock Sale $4,519,020 -16,400 -7.5% $275.55 203,562 14 Feb 2025 Direct F1, F2
transaction CVNA Class A Common Stock Sale $994,608 -3,600 -1.8% $276.28 199,962 14 Feb 2025 Direct F1, F3
transaction CVNA Class A Common Stock Conversion of derivative security $0 +20,000 +10% $0.000000 219,962 18 Feb 2025 Direct F1, F4, F5
transaction CVNA Class A Common Stock Options Exercise $2,518,758 +28,422 +13% $88.62 248,384 18 Feb 2025 Direct F1
transaction CVNA Class A Common Stock Sale $8,209,695 -28,422 -11% $288.85 219,962 18 Feb 2025 Direct F1, F6

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 $149,195 -25,679 -73% $5.81 9,363 18 Feb 2025 Class A Common Stock 20,000 $5.81 Direct F1, F4, F5
transaction CVNA Stock Options (Right to Buy) Options Exercise $0 -28,422 -100% $0.000000 0 18 Feb 2025 Class A Common Stock 28,422 $88.62 Direct F1, F7
* 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 unit conversions, option exercises, and sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 5, 2024.
F2 This transaction was executed in multiple trades at prices ranging from $275.00 to $275.89, 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 This transaction was executed in multiple trades at prices ranging from $276.24 to $276.32, 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 Mr. Jenkins was granted the 100,000 Class B Units on October 21, 2016 with a participation threshold of $5.81; 20,000 vested on January 1, 2017 and 1,667 vested on the first of each month thereafter.
F5 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.
F6 This transaction was executed in multiple trades at prices ranging from $288.62 to $289.30, 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.
F7 The option vested 25% on April 1, 2021 and in 36 equal monthly installments thereafter, subject to the Reporting Person's continued service with the Issuer.