Sec Form 4 Filing - CVAN Holdings LLC @ CARVANA CO. - 2018-02-28

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person CVAN Holdings LLC 2. Issuer Name and Ticker or Trading Symbol CARVANA CO. [ CVNA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 227 W. MONROE, SUITE 4800, 3. Date of Earliest Transaction (MM/DD/YY) 02/28/2018 (Street) CHICAGO, IL60606 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 B Common Stock 02/28/2018 C( 1 ) 1,250,000 ( 1 ) ( 2 ) D $ 0 12,545,376 ( 1 ) ( 2 ) ( 3 ) D Class A Common Stock 02/28/2018 C( 1 ) 1,000,000 ( 1 ) ( 2 ) A $ 0 1,000,000 ( 1 ) ( 2 ) ( 3 ) D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Class A Common Units $ 0 02/28/2018 C( 1 ) 1,250,000 ( 1 ) ( 2 ) ( 4 ) ( 4 ) Class A Common Stock 1,000,000 ( 1 ) ( 2 ) $ 0 12,545,376 ( 3 ) ( 4 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other CVAN Holdings LLC 227 W. MONROE, SUITE 4800 CHICAGO, IL60606 X Delaware Life Holdings Parent, LLC 227 WEST MONROE, SUITE 4800 CHICAGO, IL60606 X Delaware Life Holdings Parent II, LLC 227 WEST MONROE, SUITE 4800 CHICAGO, IL60606 X Delaware Life Holdings Manager, LLC ATTN: JACK SALERNO 227 WEST MONROE, SUITE 4800 CHICAGO, IL60606 X Walter Mark 227 WEST MONROE, SUITE 4800 CHICAGO, IL60606 X Signatures CVAN Holdings, LLC, By: /s/ Jack Salerno, Title: Vice President 03/02/2018 Signature of Reporting Person Date Delaware Life Holdings Parent, LLC, By: /s/ Jack Salerno, Title: Vice President 03/02/2018 Signature of Reporting Person Date Delaware Life Holdings Parent II, LLC, By: /s/ Jack Salerno, Title: Vice President 03/02/2018 Signature of Reporting Person Date Delaware Life Holdings Manager, LLC, By: /s/ Jack Salerno, Title: Vice President 03/02/2018 Signature of Reporting Person Date /s/ Mark Walter 03/02/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On February 28, 2018, CVAN Holdings, LLC ("CVAN") exchanged 1,250,000 Class A common units of Carvana Group, LLC ("Class A Units") and 1,250,000 shares of Class B common stock, par value $0.001 per share, of the Issuer (the "Class B Common Stock") for 1,000,000 shares of Class A common stock, par value $0.001 per share, of the Issuer (the "Class A Common Stock") pursuant to an exchange agreement entered into by and among the Issuer, CVAN and certain other holders of Class A Units 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 (the "Exchange Agreement"). ( 2 )The Exchange Agreement permits holders of Class A Units to exchange their Class A Units for shares of Class A Common Stock at a rate of four shares of Class A Common Stock for every five Class A Units being exchanged, or at the Issuer's election, for cash equal to the value of a share of Class A Common Stock multiplied by 0.8 times the number of Class A Units being exchanged. Additionally, to the extent such holders of Class A Units also hold Class B Common Stock, they are required to deliver to the Issuer a number of shares of Class B Common Stock equal to the number of Class A Units being exchanged. ( 3 )CVAN is a wholly-owned subsidiary of Delaware Life Holdings Parent, LLC ("Parent I"). Parent I is a wholly-owned subsidiary Delaware Life Holdings Parent II, LLC ("Parent II"). Each of Parent I and Parent II is managed by Delaware Life Holdings Manager, LLC ("Manager") and each of Parent II and Manager is controlled by Mr. Mark Walter ("Mr. Walter"). Each of Parent I, Parent II, Manager and Mr. Walter may be deemed for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the shares owned by CVAN. ( 4 )The Class A Units are exchangeable for shares of Class A Common Stock at a rate of four shares of Class A Common Stock for every five Class A Units being exchanged, or at the Issuer's election, for cash equal to the value of a share of Class A Common Stock multiplied by 0.8 times the number of Class A Units being exchanged. The Class A Units have no expiration date.

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