Form Type: 4

SEC EDGAR Link
Accession Number:0001690820-18-000122
Date:2018-11-09
Issuer: CARVANA CO. (CVNA)
Original Submission Date:

Reporting Person:

HUSTON BENJAMIN E.
C/O CARVANA CO.
1930 W. RIO SALADO PARKWAY TEMPE, AZ 85281

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2018-11-09 C 13,000 a $0.00 26,233 direct
CLASS A COMMON STOCK 2018-11-09 S 13,000 d $50.07 13,233 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
CLASS B UNITS 0.0 2018-11-09 deemed execution date C 16,250 (d) class a common stock 13,000 $0.00 846,250 direct
Footnotes
IDfootnote
f1 on november 9, 2018, the reporting person sold the 13,000 shares of class a common stock, par value $0.001 per share, of the issuer (the "class a common stock") pursuant to a rule 10b5-1 trading plan adopted by the reporting person on september 20, 2018. the reporting person acquired the class a common stock on november 9, 2018 by exchanging 16,250 class b common units of carvana group, llc ("class b units") for 13,000 shares of class a common stock pursuant to an exchange agreement among the issuer and certain common unit holders of carvana group, llc, dated april 27, 2017 (the "exchange agreement").
f2 the exchange agreement permits holders of class b units to 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 this transaction was executed in multiple trades at prices ranging from $50.00 to $50.30, inclusive; the price reported above reflects the volume weighted average sale price.
f4 the exchanged class b units have a participation threshold of $0.00. the class b units have no expiration date.
f5 the reporting person was granted 1,000,000 class b common units ("class b units") of carvana group, llc ("carvana group") on march 24, 2015 with a participation threshold of $0.00; 250,000 vested on the grant date and 16,667 vest on the first of each month thereafter.
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