Carvana Co.
05/02/2024 | Press release | Distributed by Public on 05/02/2024 16:24
Statement of Changes in Beneficial Ownership - Form 4
Ownership Submission
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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(e.g., puts, calls, warrants, options, convertible securities)
| 1. Title of Derivate Security | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
| Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owners
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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GARCIA ERNEST C. II 100 CRESCENT COURT, SUITE 1100 DALLAS, TX75201 |
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VERDE INVESTMENTS, INC. 100 CRESCENT COURT SUITE 1100 DALLAS, TX75201 |
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ECG II SPE, LLC 100 CRESCENT COURT SUITE 1100 DALLAS, TX75201 |
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Signatures
| /s/ Ernest C. Garcia II | 2024-05-02 |
| **Signature of Reporting Person | Date |
| /s/ Ernest C. Garcia II, Verde Investments, Inc. | 2024-05-02 |
| **Signature of Reporting Person | Date |
| /s/ Ernest C. Garcia II, ECG II SPE, LLC | 2024-05-02 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| (*) | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| (**) | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Ernest C. Garcia II and Elizabeth Joanne Garcia on March 11, 2024. |
| (2) | The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $81.42 to $82.41, inclusive (weighted average of $82.0025) and $82.42 to $83.27, inclusive (weighted average of $82.7051), respectively. The reporting person undertakes to provide to the issuer or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. |
| (3) | The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $82.00 to $82.99, inclusive (weighted average of $82.3881); $83.00 to $83.9850, inclusive (weighted average of $83.5366) and $84.00 to $84.78, inclusive (weighted average of $84.1879), respectively. The reporting person undertakes to provide to the issuer or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein. |
| (4) | These Class A Shares are owned directly by Verde Investments, Inc., an entity which Mr. Garcia wholly owns and controls. |
| (5) | These Class A Shares are owned directly by the Ernest Irrevocable 2004 Trust III (the "2004 Trust"). Mr. Garcia may have shared voting and dispositive power with respect to the Class A Shares held by the 2004 Trust. Mr. Garcia is a non-voting co-trustee with respect to the 2004 Trust and Mr. Garcia's son, Ernie Garcia III, is the sole beneficiary. |
| (6) | These Class A Shares are owned directly by the Ernest C. Garcia III Multi-Generational Trust III (the "Multi-Generational Trust"). Mr. Garcia may have shared voting and dispositive power with respect to the Class A Shares held by the Multi-Generational Trust. Mr. Garcia is a non-voting co-trustee with respect to the Multi-Generational Trust, and Ernie Garcia III and his children are the sole beneficiaries. |
| (7) | These Class B Shares are owned directly by the 2004 Trust. |
| (8) | These Class B Shares are owned directly by the Multi-Generational Trust. |
| (9) | These Class B Shares are owned directly by ECG II SPE, LLC ("E-SPE"), an entity which Mr. Garcia wholly owns and controls. |
| (10) | These Class A Units are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement, dated April 27, 2017, by and among the Issuer, Carvana Co. Sub LLC, Carvana Group and the members of Carvana Group (the "Exchange Agreement"). |
| (11) | These Class A Units are owned directly by the 2004 Trust and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement. |
| (12) | These Class A Units are owned directly by the Multi-Generational Trust and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement. |
| (13) | These Class A Units are owned directly by E-SPE and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement. |