Amendment: SEC Form SC 13G/A filed by Carvana Co.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 8)

 

 

Carvana Co.

(Name of Issuer)

Class A common stock, $0.001 par value per share

(Titles of Class of Securities)

146869102

(CUSIP Number)

September 30, 2024

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

Schedule 13G

CUSIP No. 146869102

 

1		NAME OF REPORTING PERSON    CVAN Holdings, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) ☐  (b) ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION    Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:				5		SOLE VOTING POWER    - 0 -
				6		SHARED VOTING POWER    6,445,377 (See Item 4)
				7		SOLE DISPOSITIVE POWER    - 0 -
				8		SHARED DISPOSITIVE POWER    6,445,377 (See Item 4)

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    6,445,377 (See Item 4)
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9    4.79% (See Item 4)
12		TYPE OF REPORTING PERSON    OO

Schedule 13G

CUSIP No. 146869102

 

1		NAME OF REPORTING PERSON    CVAN Holding Company, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) ☐  (b) ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION    Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:				5		SOLE VOTING POWER    - 0 -
				6		SHARED VOTING POWER    6,445,377 (See Item 4)
				7		SOLE DISPOSITIVE POWER    - 0 -
				8		SHARED DISPOSITIVE POWER    6,445,377 (See Item 4)

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    6,445,377 (See Item 4)
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9    4.79% (See Item 4)
12		TYPE OF REPORTING PERSON    OO

Schedule 13G

CUSIP No. 146869102

 

1		NAME OF REPORTING PERSON    DLHPII Public Investments, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) ☐  (b) ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION    Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:				5		SOLE VOTING POWER    - 0 -
				6		SHARED VOTING POWER    6,445,377 (See Item 4)
				7		SOLE DISPOSITIVE POWER    - 0 -
				8		SHARED DISPOSITIVE POWER    6,445,377 (See Item 4)

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    6,445,377 (See Item 4)
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9    4.79% (See Item 4)
12		TYPE OF REPORTING PERSON    OO

Schedule 13G

CUSIP No. 146869102

 

1		NAME OF REPORTING PERSON    DLHPII Investment Holdings, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) ☐  (b) ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION    Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:				5		SOLE VOTING POWER    - 0 -
				6		SHARED VOTING POWER    6,445,377 (See Item 4)
				7		SOLE DISPOSITIVE POWER    - 0 -
				8		SHARED DISPOSITIVE POWER    6,445,377 (See Item 4)

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    6,445,377 (See Item 4)
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9    4.79% (See Item 4)
12		TYPE OF REPORTING PERSON    OO

Schedule 13G

CUSIP No. 146869102

 

1		NAME OF REPORTING PERSON    TWG Global Holdings, LLC (f/k/a Delaware Life Holdings Parent II, LLC)
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) ☐  (b) ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION    Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:				5		SOLE VOTING POWER    - 0 -
				6		SHARED VOTING POWER    6,445,377 (See Item 4)
				7		SOLE DISPOSITIVE POWER    - 0 -
				8		SHARED DISPOSITIVE POWER    6,445,377 (See Item 4)

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    6,445,377 (See Item 4)
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9    4.79% (See Item 4)
12		TYPE OF REPORTING PERSON    OO

Schedule 13G

CUSIP No. 146869102

 

1		NAME OF REPORTING PERSON    Delaware Life Holdings Manager, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) ☐  (b) ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION    Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:				5		SOLE VOTING POWER    - 0 -
				6		SHARED VOTING POWER    6,445,377 (See Item 4)
				7		SOLE DISPOSITIVE POWER    - 0 -
				8		SHARED DISPOSITIVE POWER    6,445,377 (See Item 4)

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    6,445,377 (See Item 4)
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9    4.79% (See Item 4)
12		TYPE OF REPORTING PERSON    OO

Schedule 13G

CUSIP No. 146869102

 

1		NAME OF REPORTING PERSON    Mark Walter
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) ☐  (b) ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION    United States

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:				5		SOLE VOTING POWER    - 0 -
				6		SHARED VOTING POWER    6,445,377 (See Item 4)
				7		SOLE DISPOSITIVE POWER    - 0 -
				8		SHARED DISPOSITIVE POWER    6,445,377 (See Item 4)

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    6,445,377 (See Item 4)
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9    4.79% (See Item 4)
12		TYPE OF REPORTING PERSON    IN

Schedule 13G

CUSIP No. 146869102

 

1		NAME OF REPORTING PERSON    CVAN Holdings Sub I, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) ☐  (b) ☐
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION    United States

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH:				5		SOLE VOTING POWER    - 0 -
				6		SHARED VOTING POWER    5,995,376 (See Item 4)
				7		SOLE DISPOSITIVE POWER    - 0 -
				8		SHARED DISPOSITIVE POWER    5,995,376 (See Item 4)

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON    5,995,376 (See Item 4)
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    ☐
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9    4.46% (See Item 4)
12		TYPE OF REPORTING PERSON    IN

Item 1(a). Name of Issuer:

Carvana Co. (the “Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

1930 W. Rio Salado Parkway

Tempe, Arizona 85281

Item 2(a). Name of Person Filing:

This statement is filed on behalf of each of the following persons:

 

1.

CVAN Holdings, LLC (“CVAN”)

 

2.

CVAN Holding Company, LLC (“CVAN Holdco”)

 

3.

DLHPII Public Investments, LLC (“Public Investments”)

 

4.

DLHPII Investment Holdings, LLC (“Investment Holdings”)

 

5.

TWG Global Holdings, LLC (f/k/a Delaware Life Holdings Parent II, LLC) (“TWG”)

 

6.

Delaware Life Holdings Manager, LLC (“Manager”)

 

7.

Mark Walter (“Mr. Walter”)

 

8.

CVAN Holdings Sub I, LLC (“CVAN Sub”)

Item 2(b). Address of Principal Business Office or, if none, Residence:

The principal business address of each of CVAN, CVAN Sub, CVAN Holdco, Public Investments, Investment Holdings, TWG, Manager and Mr. Walter is as follows:

227 West Monroe

Suite 4800

Chicago, IL 60606

Item 2(c). Citizenship:

See responses to Item 4 on each cover page.

Item 2(d). Titles of Classes of Securities:

Class A common stock, $0.001 par value per share, of the Issuer (“Class A Common Stock”).

Item 2(e). CUSIP Number:

146869102

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):

 

(a)		☐		Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).
(b)		☐		Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).

(c)		☐		Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
(d)		☐		Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)		☐		Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
(f)		☐		Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
(g)		☐		Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
(h)		☐		Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i)		☐		Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j)		☐		Non-U.S. institution, in accordance with § 240.13d-1(b)(1)(ii)(J).
(k)		☐		Group in accordance with §240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________ .

Item 4. Ownership

(a) Amount beneficially owned:

Comprises (i) 1 share of Class A Common Stock (“Class A Shares”), (ii) 5,995,376 Class A Shares issuable in exchange for Class A common units (“Class A Units”) of Carvana Group, LLC, a Delaware limited liability company and subsidiary of the Issuer, pursuant to an exchange agreement (“Exchange Agreement”) entered into by and among the Issuer and certain holders of Class A Units party thereto immediately prior to the effectiveness of the Registration Statement on Form S-1 (File No. 333-217085) relating to the Issuer’s initial public offering, and (iii) 450,000 Class A Shares that may be acquired within 60 days upon the settlement of certain exchange-traded options.

CVAN Sub is a wholly-owned subsidiary of CVAN and holds directly Class A Units exchangeable for 5,995,376 Class A Shares. CVAN may be deemed to indirectly share voting and dispositive power over the securities held directly by CVAN Sub, and as a result, may be deemed to have or share beneficial ownership of, the securities held directly by CVAN Sub. CVAN disclaims beneficial ownership of such securities except to the extent of its respective pecuniary interest therein.

CVAN Sub has pledged all of such Class A Units and 5,995,376 shares of Class B common stock of the Issuer to secure its obligations under a prepaid variable forward sale contract and certain margin loans with an unaffiliated third party.

CVAN holds directly 1 Class A Share and exchange-traded options to acquire 450,000 Class A Shares. CVAN is a wholly-owned subsidiary of CVAN Holdco. CVAN Holdco is a wholly-owned subsidiary of Public Investments. Public Investments is a wholly-owned subsidiary of Investment Holdings. Investment Holdings is a wholly-owned subsidiary of TWG. Each of CVAN Holdco, Public Investments, Investment Holdings and TWG is managed by Manager and Manager is controlled by Mr. Walter. Each of CVAN Holdco, Public Investments, Investment Holdings, TWG, Manager and Mr. Walter may be deemed to indirectly share voting and dispositive power over the securities held by CVAN and CVAN Sub, and as a result, may be deemed to have or share beneficial ownership of, the securities held by CVAN and CVAN Sub. Each of CVAN Holdco, Public Investments, Investment Holdings, TWG, Manager and Mr. Walter disclaim beneficial ownership of such securities except to the extent of their respective pecuniary interest therein.

(b) Percent of class:

4.79% based on 128,510,301 Class A Shares outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 30, 2024. The percentage assumes the exchange of all Class A Units held by CVAN Sub for Class A Shares, in accordance with Rule 13d-3 of the Securities Act of 1933, as amended.

(c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote:

0

(ii) Shared power to vote or to direct the vote:

6,445,377. See response to Item 4(a) above.

(iii) Sole power to dispose or to direct the disposition of:

0

(iv) Shared power to dispose or to direct the disposition of:

6,445,377. See response to Item 4(a) above.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not Applicable.

Item 8. Identification and Classification of Members of the Group.

Not Applicable.

Item 9. Notice of Dissolution of Group.

Not Applicable.

Item 10. Certification.

Not Applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 12, 2024

 

CVAN Holdings, LLC
By:		/s/ Joseph Nicosia
Name:		Joseph Nicosia
Title:		Authorized Person

 

CVAN Holdings Sub I, LLC
By:		/s/ Joseph Nicosia
Name:		Joseph Nicosia
Title:		Authorized Person

 

CVAN Holding Company, LLC
By: DLHPII Public Investments, LLC, its sole member
By: Delaware Life Holdings Manager, LLC, its manager
By:		/s/ Joseph Nicosia
Name:		Joseph Nicosia
Title:		Authorized Person
DLHPII Public Investments, LLC
By: Delaware Life Holdings Manager, LLC, its manager
By:		/s/ Joseph Nicosia
Name:		Joseph Nicosia
Title:		Authorized Person
DLHPII Investment Holdings, LLC
By: Delaware Life Holdings Manager, LLC, its manager
By:		/s/ Joseph Nicosia
Name:		Joseph Nicosia
Title:		Authorized Person
TWG Global Holdings, LLC
By: Delaware Life Holdings Manager, LLC, its manager
By:		/s/ Joseph Nicosia
Name:		Joseph Nicosia
Title:		Authorized Person

Delaware Life Holdings Manager, LLC
By:		/s/ Joseph Nicosia
Name:		Joseph Nicosia
Title:		Authorized Person
Mark Walter
By:		/s/ Mark Walter

Exhibit Index

 

Exhibit No.		Description
99.1		Joint Filing Agreement, dated as of November 12, 2024, by and among CVAN Holdings, LLC, CVAN Holdings Sub I, LLC, CVAN Holding Company, LLC, DLHPII Public Investments, LLC, DLHPII Investment Holdings, LLC, Delaware Life Holdings Parent II, LLC, Delaware Life Holdings Manager, LLC and Mark Walter