CARVANA CO. - Major Shareholding Notification 2019

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Carvana Co.

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(Name of Issuer)

Class A Common Stock, Par Value $0.001

(Title of Class of Securities)

146869102

(CUSIP Number)

December 31, 2018

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[ ] Rule 13d-1(d)

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*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 146869102

| 1. | NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Spruce House Investment Management LLC |
| --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)
[ ] (b) [X] |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER 0 |
| --- | --- |
| 6. | SHARED
VOTING POWER 5,500,000 |
| 7. | SOLE
DISPOSITIVE POWER 0 |
| 8. | SHARED
DISPOSITIVE POWER 5,500,000 |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,500,000 |
| --- | --- |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 14.16% |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) OO,
IA |

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CUSIP No. 146869102

| 1. | NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Spruce House Capital LLC |
| --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)
[ ] (b) [X] |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |

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CUSIP No. 146869102

| 1. | NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Spruce House Partnership LP |
| --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)
[ ] (b) [X] |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |

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CUSIP No. 146869102

| 1. | NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Zachary Sternberg |
| --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)
[ ] (b) [X] |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION United States of America |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER 50,000 |
| --- | --- |
| 6. | SHARED
VOTING POWER 5,500,000 |
| 7. | SOLE
DISPOSITIVE POWER 50,000 |
| 8. | SHARED
DISPOSITIVE POWER 5,500,000 |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,550,000 |
| --- | --- |
| 10. | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] |
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 14.29% |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) IN,
HC |

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CUSIP No. 146869102

| 1. | NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Benjamin Stein |
| --- | --- |
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)
[ ] (b) [X] |
| 3. | SEC
USE ONLY |
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION United States of America |

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CUSIP No. 146869102

| Item
1. | (a). | Name of Issuer: |
| --- | --- | --- |
| | | Carvana
Co. |
| | (b). | Address of issuer’s principal executive
offices: |
| | | 1930 W. Rio Salado Pkwy |
| | | Tempe,
Arizona 85281 |
| Item 2. | (a). | Name of person filing: |
| | | Spruce House Investment Management LLC |
| | | Spruce House Capital LLC |
| | | The Spruce House Partnership LP |
| | | Zachary Sternberg |
| | | Benjamin
Stein |
| | (b). | Address or principal business office or, if
none, residence: |
| | | Spruce House Investment Management LLC |
| | | Spruce House Capital LLC |
| | | 435 Hudson Street, 8th Floor |
| | | New York, New York 10014 |
| | | The Spruce House Partnership LP |
| | | c/o Spruce House Capital LLC |
| | | 435 Hudson Street, 8th Floor |
| | | New York, New York 10014 |
| | | Zachary Sternberg |
| | | Benjamin Stein |
| | | c/o Spruce House Investment Management LLC |
| | | 435 Hudson Street, 8th Floor |
| | | New
York, New York 10014 |
| | (c). | Citizenship: |
| | | Spruce House Investment Management LLC –
Delaware limited liability company |
| | | Spruce House Capital LLC – Delaware limited
liability company |
| | | The Spruce House Partnership LP – Delaware
limited partnership |
| | | Zachary Sternberg – United States of America |
| | | Benjamin
Stein – United States of America |
| | (d). | Title of class of securities: |
| | | Class
A Common Stock, Par Value $0.001 |
| | (e). | CUSIP No.: |
| | | 146869102 |

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ITEM 3. If This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

| (a) | [] | Broker or dealer
registered under section 15 of the Act (15 U.S.C. 78o). |
| --- | --- | --- |
| (b) | [] | Bank as defined
in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | [] | Insurance company
as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) | [] | Investment company
registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
| (e) | [] | An investment adviser
in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | [] | An employee benefit
plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | [] | A parent holding
company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| (h) | [] | A savings association
as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813); |
| (i) | [] | A church plan that
is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15
U.S.C. 80a-3); |
| (j) | [] | A non-U.S. institution
in accordance with §240.13d-1(b)(1)(ii)(J); |
| (k) | [_] | Group, in accordance
with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please
specify the type of institution: |

ITEM 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

| (a) |
| --- |
| Spruce
House Investment Management LLC –5,500,000 shares Spruce
House Capital LLC – 5,500,000 shares The
Spruce House Partnership LP – 5,500,000 shares Zachary
Sternberg – 5,550,000 shares Benjamin
Stein – 5,550,000 shares |

| (b) |
| --- |
| Spruce
House Investment Management LLC –14.16% Spruce
House Capital LLC – 14.16% The
Spruce House Partnership LP – 14.16% Zachary
Sternberg – 14.29% Benjamin
Stein – 14.29%* |

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| (i) | Sole power to
vote or to direct the vote | 0 | , |
| --- | --- | --- | --- |
| (ii) | Shared power to
vote or to direct the vote | 5,500,000 | , |
| (iii) | Sole power to
dispose or to direct the disposition of | 0 | , |
| (iv) | Shared power to
dispose or to direct the disposition of | 5,500,000 | . |
| Number of shares as to which Spruce
House Capital LLC has: | | | |
| (i) | Sole power to
vote or to direct the vote | 0 | , |
| (ii) | Shared power to vote or to direct the vote | 5,500,000 | , |
| (iii) | Sole power to dispose or to direct the disposition
of | 0 | , |
| (iv) | Shared power to dispose or to direct the disposition
of | 5,500,000 | . |
| Number of shares as to which The
Spruce House Partnership LP has: | | | |
| (i) | Sole power to
vote or to direct the vote | 0 | , |
| (ii) | Shared power to vote or to direct the vote | 5,500,000 | , |
| (iii) | Sole power to dispose or to direct the disposition
of | 0 | , |
| (iv) | Shared power to dispose or to direct the disposition
of | 5,500,000 | . |
| Number of shares as to which Zachary
Sternberg has: | | | |
| (i) | Sole power to
vote or to direct the vote | 50,000 | , |
| (ii) | Shared power to vote or to direct the vote | 5,500,000 | , |
| (iii) | Sole power to dispose or to direct the disposition
of | 50,000 | , |
| (iv) | Shared power to dispose or to direct the disposition
of | 5,500,000 | . |
| Number
of shares as to which Benjamin Stein has: | | | |
| (i) | Sole power to
vote or to direct the vote | 50,000 | , |
| (ii) | Shared power to vote or to direct the vote | 5,500,000 | , |
| (iii) | Sole power to dispose or to direct the disposition
of | 50,000 | , |
| (iv) | Shared power to dispose or to direct the disposition
of | 5,500,000 | . |

*Shares reported herein are held by The Spruce House Partnership LP (the “Fund”) for which Spruce House Capital LLC (the “General Partner”) serves as the general partner and Spruce House Investment Management LLC (the “Investment Manager”) serves as the investment manager. Zachary Sternberg and Benjamin Stein each serve as a managing member of the General Partner and the Investment Manager.

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By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the Shares owned directly by the Fund. This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of the Reporting Person’s pecuniary interest therein.

The percentages herein are calculated based upon a statement in the Issuer’s Quarterly Report on Form 10-Q filed on November 7, 2018 for the quarter ended September 30, 2018 that there were 38,849,394 shares of Class A Common Stock issued and outstanding as of November 2, 2018.

| Item 5. |
| --- |
| If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of securities, check the following [ ]. N/A |

| Item 6. |
| --- |
| If
any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities, a statement to that effect should be included in response to this item and, if such
interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders
of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit
plan, pension fund or endowment fund is not required. N/A |

| Item 7. |
| --- |
| If
a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under
Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent
holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit
stating the identification of the relevant subsidiary. N/A |

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| Item 8. |
| --- |
| If
a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit
stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant
to Rule 13d- 1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group. N/A |

| Item
9. |
| --- |
| Notice
of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings
with respect to transactions in the security reported on will be filed, if required, by members of the group, in their
individual capacity. See Item 5. N/A |

| Item 10. |
| --- |
| By signing below I certify that, to the best
of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection
with a nomination under § 240.14a-11. |

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2019
By:	/s/
Zachary Sternberg
Name:	Zachary Sternberg
Title:	Managing Member
Spruce House Capital LLC
By:	/s/
Zachary Sternberg
Name:	Zachary Sternberg
Title:	Managing Member
The Spruce House Partnership LP
By:	Spruce House Capital LLC
	Its general partner
By:	/s/
Zachary Sternberg
Name:	Zachary Sternberg
Title:	Managing Member
/s/
Zachary Sternberg
Zachary Sternberg
/s/
Benjamin Stein
Benjamin Stein

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

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Exhibit 1

Joint Filing Statement

Statement Pursuant to Rule 13d-1(k)(1)

The undersigned hereby consent and agree to file a joint statement on Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Class A Common Stock, Par Value $0.001 , of Carvana Co., Inc. beneficially owned by them, together with any or all amendments thereto, when and if appropriate. The parties hereto further consent and agree to file this Statement pursuant to Rule 13d-1(k)(1)(iii) as an exhibit to Schedule 13G, thereby incorporating the same into such Schedule 13G.

Dated: February 14, 2019
By:	/s/
Zachary Sternberg
Name:	Zachary Sternberg
Title:	Managing Member
Spruce House Capital LLC
By:	/s/
Zachary Sternberg
Name:	Zachary Sternberg
Title:	Managing Member
The Spruce House Partnership LP
By:	Spruce House Capital LLC
	Its general partner
By:	/s/
Zachary Sternberg
Name:	Zachary Sternberg
Title:	Managing Member
/s/
Zachary Sternberg
Zachary Sternberg
/s/
Benjamin Stein
Benjamin Stein

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CARVANA CO. Major Shareholding Notification 2019

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CARVANA CO. — Major Shareholding Notification 2019

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