CVAN Holdings LLC - 03 Dec 2021 Form 4 Insider Report for CARVANA CO. (CVNA)

Reporting relationship: 10%+ Owner
Issuer ticker: CVNA
Reported as of: 03 Dec 2021
Net transaction value: $0
SEC form: 4
Accepted by SEC: 06 Dec 2021, 18:54:35 UTC
Prior SEC filing: 26 May 2021
Source filing: View source filing
Reporting owner signature: CVAN Holdings, LLC, By: /s/ Joe Nicosia, Vice President

Key filing fact

CVAN Holdings LLC filed Form 4 for CARVANA CO. (CVNA) on 06 Dec 2021.

Key facts

This page summarizes CVAN Holdings LLC's Form 4 filing for CARVANA CO. (CVNA).
5 reported transactions and 2 derivative rows are listed below.
Accepted by SEC: 06 Dec 2021, 18:54.

Change

Previous filing in this sequence was filed on 26 May 2021.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

CVNA transaction

Class B Common Stock

Conversion of derivative security

Transaction value: $0
Shares: -4,300,000
Change %: -34%
Price: $0.000000
Shares after: 8,495,376
Date: 03 Dec 2021
Ownership: Direct
Footnotes: F1, F2, F3

CVNA transaction

Class A Common Stock

Conversion of derivative security

Transaction value: $0
Shares: +4,300,000
Change %: +506%
Price: $0.000000
Shares after: 5,150,000
Date: 03 Dec 2021
Ownership: Direct
Footnotes: F1

CVNA transaction

Class A Common Stock

Other

Transaction value: $0
Shares: -4,300,000
Change %: -83%
Price: $0.000000
Shares after: 850,000
Date: 03 Dec 2021
Ownership: Direct
Footnotes: F5

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

CVNA transaction Derivative

Class A Common Units

Conversion of derivative security

Transaction value: $0
Shares: -5,375,000
Change %: -34%
Price: $0.000000
Shares after: 10,619,220
Date: 03 Dec 2021
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 4,300,000
Exercise price: $0.000000
Footnotes: F1, F2, F3, F4

CVNA transaction Derivative

Forward Sale Contract (obligation to sell)

Other

Transaction value
Shares: -4,300,000
Change %: -100%
Price
Shares after: 0
Date: 03 Dec 2021
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 4,300,000
Exercise price
Footnotes: F5

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

CVAN Holdings LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 5 footnotes

Footnote F1

On December 3, 2021, CVAN Holdings, LLC ("CVAN") exchanged 5,375,000 Class A common units of Carvana Group, LLC ("Class A Units") and 4,300,000 shares of Class B common stock, par value $0.001 per share, of the Issuer (the "Class B Common Stock") for 4,300,000 shares of Class A common stock, par value $0.001 per share, of the Issuer (the "Class A Common Stock") pursuant to an exchange agreement entered into by and among the Issuer, CVAN and certain other holders of Class A Units immediately prior to the effectiveness of the Registration Statement on Form S-1 (File No. 333-217085) relating to the Issuer's initial public offering (the "Exchange Agreement").

Footnote F2

The Exchange Agreement permits holders of Class A Units to exchange their Class A Units for shares of Class A Common Stock at a rate of four shares of Class A Common Stock for every five Class A Units being exchanged. Additionally, to the extent such holders of Class A Units also hold Class B Common Stock, they are required to deliver to the Issuer a number of shares of Class B Common Stock equal to the number of shares of Class A Common Stock being received in the exchange.

Footnote F3

CVAN is a wholly-owned subsidiary of Delaware Life Holdings Parent, LLC ("Parent I"). Parent I is a wholly-owned subsidiary Delaware Life Holdings Parent II, LLC ("Parent II"). Each of Parent I and Parent II is managed by Delaware Life Holdings Manager, LLC ("Manager") and each of Parent II and Manager is controlled by Mr. Mark Walter ("Mr. Walter"). Each of Parent I, Parent II, Manager and Mr. Walter may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the shares owned by CVAN.

Footnote F4

The Class A Units are exchangeable for shares of Class A Common Stock at a rate of four shares of Class A Common Stock for every five Class A Units being exchanged, or at the Carvana Co. Sub LLC's election, for cash equal to the value of a share of Class A Common Stock multiplied by 0.8 times the number of Class A Units being exchanged. The Class A Units have no expiration date.

Footnote F5

On June 14, 2019, CVAN entered into a prepaid variable forward sale contract (as amended on September 30, 2021, the "VPF) with an unaffiliated third party (the "Counterparty"), the effectiveness of which was conditioned upon the satisfaction of certain conditions precedent. On December 3, 2021, CVAN and the Counterparty terminated the VPF. Pursuant to the terms of the termination, CVAN will pay to the Counterparty $1,800,000 and deliver 4,300,000 shares of Class A Common Stock. In order to satisfy its obligation to deliver 4,300,000 shares of Class A Comon Stock under the terms of the termination, CVAN has exchanged 5,375,000 Class A Units and 4,3000,000 shares of Class B Common Stock, that were previously pledged to the Counterparty under the terms of the prepaid variable forward sale contract, into 5,375,000 shares of Class A Common Stock.