07/09/2025 | Press release | Distributed by Public on 07/09/2025 16:32
FORM 4
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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 |
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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) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class A Units | (1) | 07/08/2025 | C | 125,000 | (1) | (1) | Class A Common Stock | 100,000 | $ 0 | 45,546,681 | D | ||||
Class A Units | $ 0 | (7) | (7) | Class A Common Stock | 10,000,000 | 10,000,000 | I | ECG II SPE, LLC |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
GARCIA ERNEST C. II 1720 W. RIO SALADO PARKWAY SUITE A TEMPE, AZ 85281 |
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ECG II SPE, LLC 1720 W. RIO SALADO PARKWAY SUITE A TEMPE, AZ 85281 |
X |
/s/ Ernest C. Garcia II | 07/09/2025 | |
**Signature of Reporting Person | Date | |
/s/ Ernest C. Garcia II, ECG II SPE, LLC | 07/09/2025 | |
**Signature of Reporting Person | Date |
* | 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) | Reflects the conversion of Class A Common Units ("Class A Units") of Carvana Group, LLC ("Carvana Group") owned directly by Ernest C. Garcia II into shares of Class A Common Stock ("Class A Shares") of the Issuer 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"). |
(2) | 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 December 13, 2024. |
(3) | Prices reported in Column 4 are weighted average prices. Shares were sold in multiple transactions at prices ranging from $343.00-$343.95, inclusive (weighted average of $343.4711); $344.29-$345.2897, inclusive (weighted average of $345.0812); $345.29-$346.284, inclusive (weighted average of $345.7456); $346.2905-$347.2895, inclusive (weighted average of $346.7874); $347.295-$348.2846, inclusive (weighted average of $347.5779); $348.29-$349.2388, inclusive (weighted average of $348.5827); $349.3431-$350.3191, inclusive (weighted average of $349.8362); $350.35-$351.346, inclusive (weighted average of $350.7636); $351.3544-$352.3102, inclusive (weighted average of $351.6159), respectively. The reporting person undertakes to provide to the issuer or the staff of the Securities and Exchange Commission, upon request, the full information regarding the number of shares sold at each separate price within ranges set forth herein. |
(4) | Prices reported in Column 4 are weighted average prices. Shares were sold in multiple transactions at prices ranging from $352.5972-$353.5447, inclusive (weighted average of $352.9522); $354.00-$354.925, inclusive (weighted average of $354.3761); $355.01-$355.9996, inclusive (weighted average of $355.5224); $356.01-$357.00, inclusive (weighted average of $356.5439); $357.04-$358.0379, inclusive (weighted average of $357.547); $358.04-$359.03, inclusive (weighted average of $358.61); $359.07-$360.055, inclusive (weighted average of $359.6239); $360.08-$361.0781, inclusive (weighted average of $360.5807); $361.08-$361.70, inclusive (weighted average of $361.2550); and $362.50-$363.01, inclusive (weighted average of $362.7917), respectively. The reporting person undertakes to provide to the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within ranges set forth herein. |
(5) | Reflects the cancellation for no consideration of Class B Common Stock of the Issuer ("Class B Shares") in connection with the conversion of Class A Units into Class A Shares. Following the reported transaction, the remaining Class B Shares are owned directly by Ernest C. Garcia II. |
(6) | These Class B Shares are owned directly by ECG II SPE, LLC ("E-SPE"), an entity which Mr. Garcia wholly owns and controls. |
(7) | These Class A Units are owned directly by E-SPE and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement. |