Sec Form 4 Filing - GARCIA ERNEST C. III @ CARVANA CO. - 2018-07-28

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 GARCIA ERNEST C. III 2. Issuer Name and Ticker or Trading Symbol CARVANA CO. [ CVNA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O CARVANA CO., 1930 W. RIO SALADO PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 07/28/2018 (Street) TEMPE, AZ85281 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 A Common Stock 07/28/2018 A 13,987 ( 1 ) A $ 0 ( 1 ) 197,320 D Class B Common Stock 3,664,526 D Class B Common Stock 11,952,000 I See Footnote ( 2 ) ( 3 )

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 Stock Options (Right to Buy) $ 44.21 07/28/2018 A 15,988 04/01/2019( 4 ) 07/28/2028 Class A Common Stock 15,988 $ 0 15,988 D Class A Units ( 2 ) ( 2 ) ( 2 ) Class A Common Stock 3,664,526 4,580,658 D Class A Units ( 2 ) ( 5 ) ( 2 )( 5 ) ( 2 )( 5 ) Class A Common Stock 11,952,000 14,940,000 I See Footnote ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GARCIA ERNEST C. III C/O CARVANA CO. 1930 W. RIO SALADO PARKWAY TEMPE, AZ85281 X X Chief Executive Officer Signatures /s/ Paul Breaux, by Power of Attorney for Ernest C. Garcia, III 07/31/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of Class A Common Stock of Carvana Co. (the "Issuer") underlying restricted stock units acquired by the Reporting Person. The restricted stock units vest 25% on April 1, 2019 and monthly thereafter for the following three years, subject to the Reporting Person's continued service with the Issuer. ( 2 )In the the reorganization of Carvana Group, LLC ("Carvana Group") and the creation of the Issuer as a public holding company for Carvana Group (the "Reorganization"), shares of the Class B common stock, par value $0.001 per share, of the Issuer (the "Class B Shares") were issued and sold at par value to members of Carvana Group holding Class A Common Units of Carvana Group (the "Class A Units") prior to the Reorganization. Four Class B shares were issued and sold for every five Class A Units owned by a member. Pursuant to an Exchange Agreeement, dated April 27, 2017, by and among the Issuer, Carvana Co. Sub LLC, Carvana Group and the members of Carvana Group, the Class A Units are exchangeable for 0.8 shares of Class A Common Stock of the Issuer, together with an equivalent number of shares of Class B Common Stock of the Issuer. ( 3 )These Class B Shares are held directly by the Ernest Irrevocable 2004 Trust III (the "Trust"). The Reporting Person is the Co-Administrative Trustee and Co-Investment Trustee of the Trust and therefore shares voting and dispositive power over the shares held directly by the Trust. Pursuant to the terms of the Trust, the Reporting Person became the Co-Administrative Trustee and Co-Investment Trustee of the Trust on his 35th birthday, May 15, 2017, which was not a reportable event. Consequently, the Reporting Person is reporting beneficial ownership of the Class B Shares held directly by the Trust for the first time on this Form 4. ( 4 )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, 2019 and monthly thereafter for the following three years, subject to the Reporting Person's continued service with the Issuer. ( 5 )These Class A Units are held directly by the Ernest Irrevocable 2004 Trust III (the "Trust"). The Reporting Person is the Co-Administrative Trustee and Co-Investment Trustee of the Trust and therefore shares voting and dispositive power over the corresponding Class B Shares held directly by the Trust. Pursuant to the terms of the Trust, the Reporting Person became the Co-Administrative Trustee and Co-Investment Trustee of the Trust on his 35th birthday, May 15, 2017, which was not a reportable event. Consequently, the Reporting Person is reporting beneficial ownership of the Class A Units held directly by the Trust for the first time on this Form 4.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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