* | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
1 | NAMES OF REPORTING PERSONS Carvana Group, LLC | |||||||||||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ | |||||||||||||||||||
3 | SEC USE ONLY | |||||||||||||||||||
4 | SOURCE OF FUNDS (See Instructions) WC | |||||||||||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐ | |||||||||||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||||||||||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||||||||||||||||||
8 | SHARED VOTING POWER 7,952,386* | |||||||||||||||||||
9 | SOLE DISPOSITIVE POWER 0 | |||||||||||||||||||
10 | SHARED DISPOSITIVE POWER 7,952,386* | |||||||||||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,952,386* | |||||||||||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐ | |||||||||||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.9%** | |||||||||||||||||||
14 | TYPE OF REPORTING PERSON (See Instructions) OO |
* | Consists of 780,727 shares of Class A Common Stock issuable upon conversion of 14,053,096 shares of Preferred Stock of the Issuer and 7,171,659 shares of Class A Common Stock issuable upon exercise of Exercisable Warrants (as defined in Item 5 below) all of which are directly held by Carvana Group, LLC. |
** | Based on approximately 10,600,000 shares of Class A Common Stock issued and outstanding as of July 31, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, plus the 780,727 shares of Class A Common Stock issuable upon conversion of the Preferred Stock and 7,171,659 shares of Class A Common Stock issuable on exercise of the Exercisable Warrants (the "Warrant Shares"). Such amount represents 34.6% of the aggregate number of issued and outstanding shares of the Issuer’s Class A Common Stock and Class B Common Stock as of July 31, 2024 (inclusive of the shares of Class A Common Stock issuable upon conversion of the Preferred Stock and the Warrant Shares held by Carvana Group, LLC). |
1 | NAMES OF REPORTING PERSONS Carvana Co. Sub LLC | |||||||||||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ | |||||||||||||||||||
3 | SEC USE ONLY | |||||||||||||||||||
4 | SOURCE OF FUNDS (See Instructions) WC | |||||||||||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐ | |||||||||||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||||||||||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||||||||||||||||||
8 | SHARED VOTING POWER 7,952,386* | |||||||||||||||||||
9 | SOLE DISPOSITIVE POWER 0 | |||||||||||||||||||
10 | SHARED DISPOSITIVE POWER 7,952,386* | |||||||||||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,952,386* | |||||||||||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐ | |||||||||||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.9%** | |||||||||||||||||||
14 | TYPE OF REPORTING PERSON (See Instructions) OO |
* | Consists of 780,727 shares of Class A Common Stock issuable upon conversion of 14,053,096 shares of Preferred Stock of the Issuer and 7,171,659 shares of Class A Common Stock issuable upon exercise of Exercisable Warrants (as defined in Item 5 below), all of which are directly held by Carvana Group, LLC. Carvana Co. Sub LLC may be deemed to be the beneficial owner of the shares underlying the Preferred Stock and the Exercisable Warrants. |
** | Based on approximately 10,600,000 shares of Class A Common Stock issued and outstanding as of July 31, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, plus the 780,727 shares of Class A Common Stock issuable upon conversion of the Preferred Stock and 7,171,659 shares of Class A Common Stock issuable on exercise of the Exercisable Warrants. Such amount represents 34.6% of the aggregate number of issued and outstanding shares of the Issuer’s Class A Common Stock and Class B Common Stock as of July 31, 2024 (inclusive of the shares of Class A Common Stock issuable upon conversion of the Preferred Stock and the Warrant Shares held by Carvana Group, LLC). |
1 | NAMES OF REPORTING PERSONS Carvana Co. | |||||||||||||||||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ | |||||||||||||||||||
3 | SEC USE ONLY | |||||||||||||||||||
4 | SOURCE OF FUNDS (See Instructions) WC | |||||||||||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) ☐ | |||||||||||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||||||||||||||||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER 0 | ||||||||||||||||||
8 | SHARED VOTING POWER 7,952,386* | |||||||||||||||||||
9 | SOLE DISPOSITIVE POWER 0 | |||||||||||||||||||
10 | SHARED DISPOSITIVE POWER 7,952,386* | |||||||||||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,952,386* | |||||||||||||||||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) ☐ | |||||||||||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 42.9%** | |||||||||||||||||||
14 | TYPE OF REPORTING PERSON (See Instructions) CO |
* | Consists of 780,727 shares of Class A Common Stock issuable upon conversion of 14,053,096 shares of Preferred Stock of the Issuer and 7,171,659 shares of Class A Common Stock issuable upon exercise of Exercisable Warrants (as defined in Item 5 below), all of which are directly held by Carvana Group, LLC. Carvana Co. may be deemed to be the beneficial owner of the shares underlying the Preferred Stock and the Exercisable Warrants. |
** | Based on approximately 10,600,000 shares of Class A Common Stock issued and outstanding as of July 31, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, plus the 780,727 shares of Class A Common Stock issuable upon conversion of the Preferred Stock and 7,171,659 shares of Class A Common Stock issuable on exercise of the Exercisable Warrants. Such amount represents 34.6% of the aggregate number of issued and outstanding shares of the Issuer’s Class A Common Stock and Class B Common Stock as of July 31, 2024 (inclusive of the shares of Class A Common Stock issuable upon conversion of the Preferred Stock and the Warrant Shares held by Carvana Group, LLC). |
Item 5. | Interest in Securities of the Issuer |
CARVANA GROUP, LLC | ||
By: Carvana Co. Sub LLC | ||
Its: Sole Manager | ||
By: Carvana Co. | ||
Its: Sole Member | ||
/s/ Paul Breaux | ||
Name: Paul Breaux | ||
Title: Vice President, General Counsel and Secretary | ||
CARVANA CO. SUB LLC | ||
By: Carvana Co. | ||
Its: Sole Member | ||
/s/ Paul Breaux | ||
Name: Paul Breaux | ||
Title: Vice President, General Counsel and Secretary | ||
CARVANA CO. | ||
/s/ Paul Breaux | ||
Name: Paul Breaux | ||
Title: Vice President, General Counsel and Secretary |