CARVANA CO. — Director's Dealing 2023

Mar 1, 2023

SEC Form 4/A — Form 4/A

Issuer: CARVANA CO. (CVNA)
CIK: 0001690820
Period of Report: 2023-02-22

Reporting Person: GARCIA ERNEST C. III (Director, Chief Executive Officer, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-22	Class A Common Stock	A	99549	—	Acquired	872178	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-22	Stock Options (Right to Buy)	$10.07	A	500000	Acquired	2033-02-22	Class A Common Stock (500000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	950000	Indirect
Class A Common Stock	850000	Indirect
Class B Common Stock	11834021	Indirect
Class B Common Stock	11952000	Indirect
Class B Common Stock	3664526	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class A Units	$		Class A Common Stock (11952000.0)	14940000	Indirect
Class A Units	$		Class A Common Stock (11834021.0)	14792526	Indirect
Class A Units	$		Class A Common Stock (3664526.0)	4580658	Direct

Footnotes

F1: Represents shares of Class A Common Stock of Carvana Co. (the "Issuer") underlying restricted stock units acquired by the Reporting Person. The restricted stock units 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.

F2: The Reporting Person is the Co-Administrative Trustee and Co-Investment Trustee of the Ernest C. Garcia III Multi-Generational Trust III (the "Multi-Generational Trust") and therefore shares voting and dispositive power over the units and shares held directly by the Multi-Generational Trust. The reported securities are directly held by the Multi-Generational Trust, for which the Reporting Person was formally named Co-Trustee on February 1, 2022. Because this change in the Reporting Person's beneficial ownership did not involve a reportable transfer or other transaction with respect to the Issuer's securities, this filing is voluntarily being made now in order to incorporate securities held by the Multi-Generational Trust into his reported holdings.

F3: These shares of Class A Common Stock are held directly by the Multi-Generational Trust.

F4: The Reporting Person is the Co-Administrative Trustee and Co-Investment Trustee of the Ernest Irrevocable 2004 Trust III (the "Irrevocable Trust") and therefore shares voting and dispositive power over the shares held directly by the Irrevocable Trust.

F5: These shares of Class A Common Stock are held directly by the Irrevocable Trust.

F6: These shares of Class B Common Stock are held directly by the Irrevocable Trust.

F7: These shares of Class B Common Stock are held directly by the Multi-Generational Trust.

F8: On February 24, 2023 the Reporting Person filed a Form 4 which, due to a clerical error, incorrectly reported a grant of a non-qualified stock option representing the right to purchase 502,619 shares of Class A Common Stock of the Issuer. This amended Form 4 is filed solely to report the correct amount of 500,000 shares.

F9: 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.

F10: Pursuant to the Exchange Agreeement, dated April 27, 2017, by and among the Issuer, Carvana Co. Sub LLC, Carvana Group, LLC and the members of Carvana Group, LLC, the Class A Units are exchangeable for 0.8 shares of Class A Common Stock of the Issuer, together with an equivalent number of shares of Class B Common Stock of the Issuer.

F11: These Class A Units are held directly by the Multi-Generational Trust.

F12: These Class A Units are held directly by the Irrevocable Trust.