Carvana Co.

11/06/2024 | Press release | Distributed by Public on 11/06/2024 17:45

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT 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
OMB APPROVAL
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(Print or Type Responses)
1. Name and Address of Reporting Person *
JENKINS MARK W.
2. Issuer Name and Ticker or Trading Symbol
CARVANA CO. [CVNA] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last) (First) (Middle)
C/O CARVANA CO., 300 E. RIO SALADO PKWY 		3. Date of Earliest Transaction (Month/Day/Year)
11/04/2024
(Street)
TEMPE, AZ 85281 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 11/04/2024 M(1) 40,000 A $10.07 230,732 D
Class A Common Stock 11/04/2024 M(1) 14,989 A $44.21 245,721 D
Class A Common Stock 11/04/2024 M(1) 53,506 A $38 299,227 D
Class A Common Stock 11/04/2024 S(1) 9,900 D $220.3(2) 289,327 D
Class A Common Stock 11/04/2024 S(1) 1,936 D $221.28(3) 287,391 D
Class A Common Stock 11/04/2024 S(1) 28,209 D $222.59(4) 259,182 D
Class A Common Stock 11/04/2024 S(1) 39,835 D $223.53(5) 219,347 D
Class A Common Stock 11/04/2024 S(1) 43,386 D $224.38(6) 175,961 D
Class A Common Stock 11/04/2024 S(1) 47,524 D $225.52(7) 128,437 D
Class A Common Stock 11/04/2024 S(1) 29,403 D $226.4(8) 99,034 D
Class A Common Stock 11/04/2024 S(1) 5,200 D $227.54(9) 93,834 D
Class A Common Stock 11/04/2024 S(1) 3,102 D $228.26(10) 90,732 D
Class A Common Stock 11/05/2024 S(1) 6,496 D $230.34(11) 84,236 D
Class A Common Stock 11/05/2024 S(1) 7,008 D $231.51(12) 77,228 D
Class A Common Stock 11/05/2024 S(1) 6,496 D $232.49(13) 70,732 D
Class A Common Stock 11/05/2024 S(1) 20,000 D $235.09(14) 50,732 D
Class A Common Stock 11/06/2024 C(1) 100,000 A $ 0 (15)(16) 150,732 D
Class A Common Stock 11/06/2024 C(1) 40,000 A $ 0 (15)(16) 190,732 D
Class A Common Stock 11/06/2024 S(1) 8,796 D $240.91(17) 181,936 D
Class A Common Stock 11/06/2024 S(1) 2,957 D $241.57(18) 178,979 D
Class A Common Stock 11/06/2024 S(1) 8,247 D $242.79(19) 170,732 D
Class A Common Stock 11/06/2024 C(1) 20,000 A $ 0 (15)(16)(20) 190,732 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		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
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) $10.07 11/04/2024 M(1) 40,000 04/01/2024(21) 02/22/2033 Class A Common Stock 40,000 $ 0 308,513 D
Stock Options (Right to Buy) $44.21 11/04/2024 M(1) 14,989 04/01/2019(22) 07/28/2028 Class A Common Stock 14,989 $ 0 0 D
Stock Options (Right to Buy) $38 11/04/2024 M(1) 53,506 04/01/2020(23) 02/25/2029 Class A Common Stock 53,506 $ 0 0 D
Class B Units $12 11/06/2024 C(1)(15) 133,672(1)(15) (15) (15) Class A Common Stock 100,000(16) $12 66,328 D
Class B Units $12 11/06/2024 C(1)(15) 53,470(1)(15) (15) (15) Class A Common Stock 40,000(16) $12 12,858 D
Class B Units $12 11/06/2024 C(1)(15) 12,858(1)(15) (15) (15) Class A Common Stock 9,619(16) $12 0 D
Class B Units $5.81 11/06/2024 C(1)(20) 13,398(1)(20) (20) (20) Class A Common Stock 10,381(16) $5.81 86,602 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
JENKINS MARK W.
C/O CARVANA CO.
300 E. RIO SALADO PKWY
TEMPE, AZ 85281 		Chief Financial Officer

Signatures

/s/ Paul Breaux, by Power of Attorney for Mark W. Jenkins 11/06/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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 reported option exercises, unit conversions, and sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on August 5, 2024.
(2) This transaction was executed in multiple trades at prices ranging from $219.91 to $220.57, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.
(3) This transaction was executed in multiple trades at prices ranging from $221.00 to $221.99, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.
(4) This transaction was executed in multiple trades at prices ranging from $222.00 to $222.99, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.
(5) This transaction was executed in multiple trades at prices ranging from $223.00 to $223.99, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.
(6) This transaction was executed in multiple trades at prices ranging from $224.00 to $224.99, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.
(7) This transaction was executed in multiple trades at prices ranging from $225.00 to $225.99, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.
(8) This transaction was executed in multiple trades at prices ranging from $226.00 to $226.99, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.
(9) This transaction was executed in multiple trades at prices ranging from $227.00 to $227.92, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.
(10) This transaction was executed in multiple trades at prices ranging from $228.00 to $228.88, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.
(11) This transaction was executed in multiple trades at prices ranging from $230.00 to $230.69, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.
(12) This transaction was executed in multiple trades at prices ranging from $231.12 to $232.11, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.
(13) This transaction was executed in multiple trades at prices ranging from $232.22 to $233.00, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.
(14) This transaction was executed in multiple trades at prices ranging from $235.00 to $235.40, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.
(15) Mr. Jenkins was granted the 200,000 Class B Units on April 27, 2017 with a participation threshold of $12.00; 40,000 of which vested on February 1, 2018 and 3,333 of which vested on the first of each month thereafter.
(16) Pursuant to an exchange agreement among the Issuer and certain common unit holders of Carvana Group, LLC, dated April 27, 2017 (the "Exchange Agreement"), holders of Class B Units may 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.
(17) This transaction was executed in multiple trades at prices ranging from $240.25 to $241.24, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.
(18) This transaction was executed in multiple trades at prices ranging from $241.25 to $241.68, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.
(19) This transaction was executed in multiple trades at prices ranging from $242.56 to $243.40, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.
(20) Mr. Jenkins was granted the 100,000 Class B Units on October 21, 2016 with a participation threshold of $5.81; 20,000 vested on January 1, 2017 and 1,667 vested on the first of each month thereafter.
(21) The non-qualified stock options representing the right to purchase for the exercise price Class A Common Stock of the Issuer vested 25% on April 1, 2024 and monthly thereafter for the following three years, subject to the Reporting Person's continued service with the Issuer.
(22) The non-qualified stock options representing the right to purchase for the exercise price Class A Common Stock of the Issuer vested 25% on April 1, 2019 and monthly thereafter for the following three years, subject to the Reporting Person's continued service with the Issuer.
(23) The non-qualified stock options representing the right to purchase for the exercise price Class A Common Stock of the Issuer vest 25% on April 1, 2020 and monthly thereafter for the following three years, subject to the Reporting Person's continued service with the Issuer.
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.