Form Type: 4

SEC EDGAR Link
Accession Number:0001690820-19-000196
Date:2019-08-08
Issuer: CARVANA CO. (CVNA)
Original Submission Date:

Reporting Person:

GILL DANIEL J.
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 2019-08-08 C 26,747 a $0.00 37,364 direct
CLASS A COMMON STOCK 2019-08-08 S 26,747 d $71.22 10,617 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 2019-08-08 deemed execution date C 33,434 (d) class a common stock 26,747 $0.00 493,749 direct
Footnotes
IDfootnote
f1 the reported sales were effected pursuant to a rule 10b5-1 trading plan adopted by the reporting person on march 11, 2019. the reporting person acquired the class a common stock on august 8, 2019 by exchanging 33,434 class b common units of carvana group, llc ("class b units") for 26,747 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 $71.00 to $71.48, 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 800,000 class b units on march 24, 2015 with a participation threshold of $0.00; 160,000 of which vested on march 1, 2016 and 13,334 of which vest on the first of each month beginning april 1, 2016.
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