Form Type: 4

SEC EDGAR Link
Accession Number:0001690820-19-000207
Date:2019-08-13
Issuer: CARVANA CO. (CVNA)
Original Submission Date:

Reporting Person:

BREAUX PAUL W.
C/O CARVANA CO.
1930 W. RIO SALADO PKWY 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 2019-08-13 C 20,000 a $0.00 30,497 direct
CLASS A COMMON STOCK 2019-08-13 S 20,000 d $80.04 10,497 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 4.878 2019-08-13 deemed execution date C 27,207 (d) class a common stock 20,000 $4.88 134,198 direct
Footnotes
IDfootnote
f1 the reported sales were effected pursuant to a rule 10b5-1 trading plan adopted by the reporting person on march 12, 2019. the reporting person acquired the class a common stock on august 13, 2019 by exchanging 27,207 class b common units of carvana group, llc ("class b units") for 20,000 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 $80.00 to $80.28, inclusive; the price reported above reflects the volume weighted average sale price.
f4 the exchanged class b units have a participation threshold of $4.878. the class b units have no expiration date.
f5 the reporting person was granted 250,000 class b units on december 30, 2015 with a participation threshold of $4.878; 50,000 of which vested on august 3, 2016 and 4,167 of which vest on the first of each month beginning september 1, 2016. the reporting person was also granted 12,500 class b units on january 29, 2016 with a participation threshold of $4.878; 2,500 of which vested on august 3, 2016 and 209 of which vest on the first of each month beginning september 1, 2016.
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