4//SEC Filing
Walter Mark 4
Accession 0000899243-21-047008
CIK 0001690820other
Filed
Dec 5, 7:00 PM ET
Accepted
Dec 6, 7:54 PM ET
Size
22.3 KB
Accession
0000899243-21-047008
Insider Transaction Report
Form 4
CARVANA CO.CVNA
CVAN Holdings LLC
10% Owner
Transactions
- Conversion
Class B Common Stock
2021-12-03−4,300,000→ 8,495,376 total - Other
Forward Sale Contract (obligation to sell)
2021-12-03−4,300,000→ 0 total→ Class A Common Stock (4,300,000 underlying) - Other
Class A Common Stock
2021-12-03−4,300,000→ 850,000 total - Conversion
Class A Common Stock
2021-12-03+4,300,000→ 5,150,000 total - Conversion
Class A Common Units
2021-12-03−5,375,000→ 10,619,220 totalExercise: $0.00→ Class A Common Stock (4,300,000 underlying)
Transactions
- Conversion
Class A Common Stock
2021-12-03+4,300,000→ 5,150,000 total - Conversion
Class A Common Units
2021-12-03−5,375,000→ 10,619,220 totalExercise: $0.00→ Class A Common Stock (4,300,000 underlying) - Other
Class A Common Stock
2021-12-03−4,300,000→ 850,000 total - Conversion
Class B Common Stock
2021-12-03−4,300,000→ 8,495,376 total - Other
Forward Sale Contract (obligation to sell)
2021-12-03−4,300,000→ 0 total→ Class A Common Stock (4,300,000 underlying)
Delaware Life Holdings Manager, LLC
10% Owner
Transactions
- Conversion
Class A Common Units
2021-12-03−5,375,000→ 10,619,220 totalExercise: $0.00→ Class A Common Stock (4,300,000 underlying) - Conversion
Class B Common Stock
2021-12-03−4,300,000→ 8,495,376 total - Other
Class A Common Stock
2021-12-03−4,300,000→ 850,000 total - Other
Forward Sale Contract (obligation to sell)
2021-12-03−4,300,000→ 0 total→ Class A Common Stock (4,300,000 underlying) - Conversion
Class A Common Stock
2021-12-03+4,300,000→ 5,150,000 total
Delaware Life Holdings Parent, LLC
10% Owner
Transactions
- Conversion
Class B Common Stock
2021-12-03−4,300,000→ 8,495,376 total - Other
Class A Common Stock
2021-12-03−4,300,000→ 850,000 total - Conversion
Class A Common Units
2021-12-03−5,375,000→ 10,619,220 totalExercise: $0.00→ Class A Common Stock (4,300,000 underlying) - Conversion
Class A Common Stock
2021-12-03+4,300,000→ 5,150,000 total - Other
Forward Sale Contract (obligation to sell)
2021-12-03−4,300,000→ 0 total→ Class A Common Stock (4,300,000 underlying)
Walter Mark
10% Owner
Transactions
- Conversion
Class A Common Stock
2021-12-03+4,300,000→ 5,150,000 total - Other
Forward Sale Contract (obligation to sell)
2021-12-03−4,300,000→ 0 total→ Class A Common Stock (4,300,000 underlying) - Conversion
Class A Common Units
2021-12-03−5,375,000→ 10,619,220 totalExercise: $0.00→ Class A Common Stock (4,300,000 underlying) - Conversion
Class B Common Stock
2021-12-03−4,300,000→ 8,495,376 total - Other
Class A Common Stock
2021-12-03−4,300,000→ 850,000 total
Footnotes (5)
- [F1]On December 3, 2021, CVAN Holdings, LLC ("CVAN") exchanged 5,375,000 Class A common units of Carvana Group, LLC ("Class A Units") and 4,300,000 shares of Class B common stock, par value $0.001 per share, of the Issuer (the "Class B Common Stock") for 4,300,000 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").
- [F2]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. 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 shares of Class A Common Stock being received in the exchange.
- [F3]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.
- [F4]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 Carvana Co. Sub LLC'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.
- [F5]On June 14, 2019, CVAN entered into a prepaid variable forward sale contract (as amended on September 30, 2021, the "VPF) with an unaffiliated third party (the "Counterparty"), the effectiveness of which was conditioned upon the satisfaction of certain conditions precedent. On December 3, 2021, CVAN and the Counterparty terminated the VPF. Pursuant to the terms of the termination, CVAN will pay to the Counterparty $1,800,000 and deliver 4,300,000 shares of Class A Common Stock. In order to satisfy its obligation to deliver 4,300,000 shares of Class A Comon Stock under the terms of the termination, CVAN has exchanged 5,375,000 Class A Units and 4,3000,000 shares of Class B Common Stock, that were previously pledged to the Counterparty under the terms of the prepaid variable forward sale contract, into 5,375,000 shares of Class A Common Stock.
Documents
Issuer
CARVANA CO.
CIK 0001690820
Entity typeother
Related Parties
1- filerCIK 0001705117
Filing Metadata
- Form type
- 4
- Filed
- Dec 5, 7:00 PM ET
- Accepted
- Dec 6, 7:54 PM ET
- Size
- 22.3 KB