SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
BREAUX PAUL W.
(Last) (First) (Middle)
C/O CARVANA CO.
300 E. RIO SALADO PKWY
(Street)
TEMPE AZ 85281
(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
10/30/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 10/30/2024 A 14,096(1) A $0 140,854 D
Class A Common Stock 10/30/2024 F 5,829(2) D $207.31 135,025 D
Class A Common Stock 10/31/2024 M(3) 30,000 A $10.07 165,025 D
Class A Common Stock 10/31/2024 S(3) 120 D $237.31(4) 164,905 D
Class A Common Stock 10/31/2024 S(3) 26,980 D $240.09(5) 137,925 D
Class A Common Stock 10/31/2024 S(3) 2,900 D $241.51(6) 135,025 D
Class A Common Stock 11/01/2024 F 617(7) D $229.08 134,408 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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) $10.07 10/31/2024 M 30,000 04/01/2024(8) 02/22/2033 Class A Common Stock 30,000 $0 279,334 D
Explanation of Responses:
1. Represents restricted stock units ("RSUs") granted on January 24, 2024 under the Reporting Person's Performance Restricted Stock Unit Award Agreement between Carvana Co. and the Reporting Person, dated January 24, 2024. The performance condition for the RSUs reported herein has been met, and all RSUs reported herein vested on October 30, 2024
2. Represents shares of Class A Common Stock of the Issuer withheld for taxes upon vesting of RSUs under the Performance Restricted Stock Unit Award Agreement.
3. The reported conversions and sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 9, 2023 (the "10b5-1 Plan").
4. This transaction was executed in multiple trades at prices ranging from $ 237.25 to $237.33, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.
5. This transaction was executed in multiple trades at prices ranging from $ 239.61 to $240.23, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.
6. This transaction was executed in multiple trades at prices ranging from $ 241.13 to $241.65, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.
7. Represents total number of shares of Class A Common Stock of the Issuer withheld for taxes upon vesting of restricted stock units pursuant to various awards.
8. 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, 2024 and monthly thereafter for the following three years, subject to the Reporting Person's continued service with the Issuer.
Remarks:
Vice President, General Counsel, & Secretary
/s/ Paul Breaux 11/01/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
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