Sec Form 4 Filing - BREAUX PAUL W. @ CARVANA CO. - 2020-09-01

Insider filing report for Changes in Beneficial Ownership
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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
BREAUX PAUL W.
2. Issuer Name and Ticker or Trading Symbol
CARVANA CO. [ CVNA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O CARVANA CO., 1930 W. RIO SALADO PKWY
3. Date of Earliest Transaction (MM/DD/YY)
09/01/2020
(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 09/01/2020 C( 1 ) 7,500 A $ 0 ( 1 ) ( 2 ) 17,153 D
Class A Common Stock 09/01/2020 S( 1 ) 7,500 D $ 224 ( 1 ) 9,653 D
Class A Common Stock 09/01/2020 F 65 ( 3 ) D $ 227.19 9,588 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 B Units $ 4.878 ( 4 ) 09/01/2020 C( 1 )( 2 )( 4 ) 9,652 ( 1 ) ( 2 ) ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 7,500 ( 1 ) ( 2 ) ( 4 ) $ 4.878 ( 4 ) 85,740 ( 5 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BREAUX PAUL W.
C/O CARVANA CO.
1930 W. RIO SALADO PKWY
TEMPE, AZ85281
See Remarks
Signatures
/s/ Paul Breaux 09/03/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on May 28, 2020. The Reporting Person acquired the Class A Common Stock on September 1, 2020 by exchanging 9,652 Class B common units of Carvana Group, LLC ("Class B Units") for 7,500 shares of Class A Common Stock pursuant to an exchange agreement among the Issuer and certain common unit holders of Carvana Group, LLC, dated April 27, 2017 (the "Exchange Agreement").
( 2 )The Exchange Agreement permits holders of Class B Units to 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.
( 3 )Represents shares of Class A Common Stock of the Issuer withheld for taxes upon vesting of restricted stock units.
( 4 )The exchanged Class B Units have a participation threshold of $4.878. The Class B Units have no expiration date.
( 5 )The Reporting Person was granted 250,000 Class B Units on December 30, 2015 with a participation threshold of $4.878; 50,000 of which vested on August 3, 2016 and 4,167 of which vest on the first of each month beginning September 1, 2016. The Reporting Person was also granted 12,500 Class B Units on January 29, 2016 with a participation threshold of $4.878; 2,500 of which vested on August 3, 2016 and 209 of which vest on the first of each month beginning September 1, 2016.

Remarks:
Vice President, General Counsel, & Secretary

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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