Statement of Changes in Beneficial Ownership (4)
16 October 2018 - 9:59AM
Edgar (US Regulatory)
FORM 4
[ ]
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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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
GARCIA ERNEST C. II
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2. Issuer Name
and
Ticker or Trading Symbol
CARVANA CO.
[
CVNA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
1720 W. RIO SALADO PARKWAY, SUITE A
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/11/2018
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(Street)
TEMPE, AZ 85281
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock
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10/11/2018
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C
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58108
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A
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$0.00
(1)
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58108
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I
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DriveTime Sales and Finance Company
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Class A Common Stock
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10/11/2018
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S
(2)
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58108
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D
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$45.4916
(3)
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0
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I
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DriveTime Sales and Finance Company
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Class A Common Stock
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10/11/2018
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C
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22807
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A
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$0.00
(1)
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22807
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I
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DriveTime Sales and Finance Company
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Class A Common Stock
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10/11/2018
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S
(2)
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22807
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D
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$46.4663
(3)
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0
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I
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DriveTime Sales and Finance Company
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Class A Common Stock
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10/11/2018
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C
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4590
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A
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$0.00
(1)
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4590
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I
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DriveTime Sales and Finance Company
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Class A Common Stock
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10/11/2018
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S
(2)
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4590
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D
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$47.1742
(3)
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0
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I
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DriveTime Sales and Finance Company
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Class A Common Stock
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10/12/2018
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C
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46460
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A
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$0.00
(1)
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46460
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I
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DriveTime Sales and Finance Company
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Class A Common Stock
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10/12/2018
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S
(2)
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46460
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D
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$45.6443
(4)
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0
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I
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DriveTime Sales and Finance Company
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Class A Common Stock
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10/12/2018
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C
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46432
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A
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$0.00
(1)
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46432
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I
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DriveTime Sales and Finance Company
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Class A Common Stock
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10/12/2018
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S
(2)
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46432
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D
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$46.5278
(4)
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0
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I
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DriveTime Sales and Finance Company
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Class A Common Stock
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10/12/2018
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C
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23240
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A
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$0.00
(1)
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23240
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I
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DriveTime Sales and Finance Company
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Class A Common Stock
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10/12/2018
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S
(2)
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23240
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D
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$47.4717
(4)
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0
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I
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DriveTime Sales and Finance Company
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Class A Common Stock
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10/12/2018
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C
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1500
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A
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$0.00
(1)
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1500
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I
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DriveTime Sales and Finance Company
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Class A Common Stock
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10/12/2018
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S
(2)
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1500
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D
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$48.1203
(4)
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0
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I
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DriveTime Sales and Finance Company
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Class A Common Stock
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1464517
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I
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Verde Investments, Inc.
(5)
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Class A Common Stock
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100000
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I
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Ernest Irrevocable 2004 Trust III
(6)
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Class A Common Stock
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100000
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I
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Ernest C. Garcia III Multi-Generational Trust III
(7)
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Class B Common Stock
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10/11/2018
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J
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85505
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D
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$0.00
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4020348
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I
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DriveTime Sales and Finance Company
(8)
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Class B Common Stock
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10/12/2018
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J
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117632
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D
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$0.00
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3902716
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I
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DriveTime Sales and Finance Company
(8)
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Class B Common Stock
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52937458
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D
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Class B Common Stock
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11952000
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I
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Ernest Irrevocable 2004 Trust III
(9)
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Class B Common Stock
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11952000
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I
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Ernest C. Garcia III Multi-Generational Trust III
(10)
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Class B Common Stock
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8000000
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I
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ECG II SPE, LLC
(11)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Class A Units
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(1)
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10/11/2018
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C
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106882
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(1)
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(1)
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Class A Common Stock
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85505
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$0.00
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5025431
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I
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DriveTime Sales and Finance Company
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Class A Units
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(1)
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10/12/2018
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C
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147040
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(1)
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(1)
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Class A Common Stock
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117632
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$0.00
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4878391
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I
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DriveTime Sales and Finance Company
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Class A Units
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(12)
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(12)
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(12)
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Class A Common Stock
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(12)
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66171823
(12)
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D
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Class A Units
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(13)
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(13)
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(13)
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Class A Common Stock
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(13)
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14940000
(13)
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I
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Ernest Irrevocable 2004 Trust III
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Class A Units
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(14)
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(14)
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(14)
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Class A Common Stock
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(14)
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14940000
(14)
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I
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Ernest C. Garcia III Multi-Generational Trust III
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Class A Units
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(15)
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(15)
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(15)
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Class A Common Stock
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(15)
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10000000
(15)
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I
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ECG II SPE, LLC
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Explanation of Responses:
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(1)
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Reflects the conversion of Class A Common Units ("Class A Units") of Carvana Group, LLC ("Carvana Group") owned directly by DriveTime Sales and Finance Company, LLC ("DriveTime Sales") into shares of Class A Common Stock ("Class A Shares") of the Issuer pursuant to the Exchange Agreement, dated April 27, 2017, by and among the Issuer, Carvana Co. Sub LLC, Carvana Group and the members of Carvana Group (the "Exchange Agreement"). DriveTime Sales is a wholly owned subsidiary of DriveTime Automotive Group, Inc., of which Mr. Garcia is the chairman of the board of directors and the controlling stockholder.
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(2)
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The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by DriveTime Sales on September 17, 2018.
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(3)
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The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $45.00 to $45.99, inclusive (weighted average of $45.4916); $46.00 to $46.99, inclusive (weighted average of $46.4663); and $47.00 to $47.55, inclusive (weighted average of $47.1742), respectively. The reporting person undertakes to provide to the issuer or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.
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(4)
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The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $45.045 to $46.04, inclusive (weighted average of $45.6443); $46.045 to $47.04, inclusive (weighted average of $46.5278); $47.05 to $48.04, inclusive (weighted average of $47.4717); and $48.05 to $48.28, inclusive (weighted average of $48.1203), respectively. The reporting person undertakes to provide to the issuer or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.
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(5)
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These Class A Shares are owned directly by Verde Investments, Inc., an entity which Mr. Garcia wholly owns and controls.
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(6)
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These Class A Shares are owned directly by the Ernest Irrevocable 2004 Trust III (the "2004 Trust"). Mr. Garcia has shared investment and dispository power over the 2004 Trust assets and Mr. Garcia's son, Ernie Garcia, III, is the sole beneficiary of the 2004 Trust.
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(7)
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These Class A Shares are owned directly by the Ernest C. Garcia III Multi-Generational Trust III (the "Multi-Generational Trust"). Mr. Garcia has sole investment and dispository power over the Multi-Generational Trust assets and Mr. Garcia's son, Ernie Garcia, III, together with Ernie Garcia, III's children, are the sole beneficiaries of the Multi-Generational Trust.
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(8)
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Reflects the cancellation for no consideration of Class B Common Stock of the Issuer ("Class B Shares") in connection with the conversion of Class A Units into Class A Shares. Following the reported transaction, the remaining Class B Shares are owned directly by DriveTime Sales.
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(9)
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These Class B Shares are owned directly by the 2004 Trust.
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(10)
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These Class B Shares are owned directly by the Multi-Generational Trust.
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(11)
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These Class B Shares are owned directly by ECG II SPE, LLC, ("E-SPE") an entity which Mr. Garcia wholly owns and controls.
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(12)
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These Class A Units are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.
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(13)
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These Class A Units are owned directly by the 2004 Trust and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.
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(14)
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These Class A Units are owned directly by the Multi-Generational Trust and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.
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(15)
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These Class A Units are owned directly by E-SPE and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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GARCIA ERNEST C. II
1720 W. RIO SALADO PARKWAY, SUITE A
TEMPE, AZ 85281
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X
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VERDE INVESTMENTS, INC.
1720 W. RIO SALADO PARKWAY, SUITE A
TEMPE, AZ 85281
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X
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Signatures
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/s/ Ernest C. Garcia II
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10/15/2018
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**
Signature of Reporting Person
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Date
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/s/ Ernest C. Garcia II, Verde Investments, Inc.
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10/15/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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