CARVANA CO. — Director's Dealing 2023

Aug 23, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CARVANA CO. (CVNA)
CIK: 0001690820
Period of Report: 2023-08-18

Reporting Person: GARCIA ERNEST C. II (10% Owner)
Reporting Person: VERDE INVESTMENTS, INC. (10% Owner)
Reporting Person: ECG II SPE, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-08-18	Class B Common Stock	A	2504859	$37.048	Acquired	41442317	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-08-18	Class A Units	$	A	3131074	Acquired		Class A Common Stock (2504859)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	3362500	Direct
Class A Common Stock	2578314	Indirect
Class A Common Stock	850000	Indirect
Class A Common Stock	950000	Indirect
Class B Common Stock	11834021	Indirect
Class B Common Stock	11952000	Indirect
Class B Common Stock	8000000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class A Units	$		Class A Common Stock ()	14792526	Indirect
Class A Units	$		Class A Common Stock ()	14940000	Indirect
Class A Units	$		Class A Common Stock ()	10000000	Indirect

Footnotes

F1: On August 18, 2023, the Issuer entered into a Securities Purchase Agreement with Carvana Group, LLC ("Carvana Group"), the Reporting Person and Ernest C. Garcia, III, pursuant to which the Reporting Person agreed to purchase 3,131,074 Class A Units for a per unit purchase price of $37.048 and will receive, for no additional consideration, 2,504,859 shares of Class B Common Stock.

F2: These Class A Shares are owned directly by Verde Investments, Inc., an entity which Mr. Garcia wholly owns and controls.

F3: These Class A Shares are owned directly by the Ernest Irrevocable 2004 Trust III (the "2004 Trust"). Mr. Garcia may have shared voting and dispositive power with respect to the Class A Shares held by the 2004 Trust. Mr. Garcia is a non-voting co-trustee with respect to the 2004 Trust and Mr. Garcia's son, Ernest C. Garcia III, is the sole beneficiary.

F4: These Class A Shares are owned directly by the Ernest C. Garcia III Multi-Generational Trust III (the "Multi-Generational Trust"). Mr. Garcia may have shared voting and dispositive power with respect to the Class A Shares held by the Multi-Generational Trust. Mr. Garcia is a non-voting co-trustee with respect to the Multi-Generational Trust, and Ernest C. Garcia III and his children are the sole beneficiaries.

F5: These Class B Shares are owned directly by the 2004 Trust.

F6: These Class B Shares are owned directly by the Multi-Generational Trust.

F7: These Class B Shares are owned directly by ECG II SPE, LLC ("E-SPE"), an entity which Mr. Garcia wholly owns and controls.

F8: These Class A Units are exchangeable for 0.8 Class A Shares 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").

F9: 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.

F10: 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.

F11: These Class A Units are owned directly by E-SPE and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.