Chief Financial Officer Jenkins Mark W. exercised 108,495 shares at a strike of $28.56, sold $60,959,822 worth of shares (268,495 units at $227.04) and converted options into 160,000 shares (SEC Form 4)
$CVNA
Retail-Auto Dealers and Gas Stations
Consumer Discretionary
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CARVANA CO. [ CVNA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/04/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | ||||
| Explanation of Responses: |
| 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. |
| Remarks: |
| /s/ Paul Breaux, by Power of Attorney for Mark W. Jenkins | 11/06/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||