CARVANA CO. — Major Shareholding Notification 2020

Dec 4, 2020

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Carvana Co.

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(Name of Issuer)

Class A Common Stock, Par Value $0.001 per share

(Title of Class of Securities)

146869102

(CUSIP Number)

November 24, 2020

(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 3,963,463 |
| 7. | SOLE
DISPOSITIVE POWER 0 |
| 8. | SHARED
DISPOSITIVE POWER 3,963,463 |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,963,463 |
| --- | --- |
| 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) 5.62% |
| 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 |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER 0 |
| --- | --- |
| 6. | SHARED
VOTING POWER 3,963,463 |
| 7. | SOLE
DISPOSITIVE POWER 0 |
| 8. | SHARED
DISPOSITIVE POWER 3,963,463 |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,963,463 |
| --- | --- |
| 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) 5.62% |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) OO |

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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 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 3,963,463 |
| 7. | SOLE
DISPOSITIVE POWER 0 |
| 8. | SHARED
DISPOSITIVE POWER 3,963,463 |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,963,463 |
| --- | --- |
| 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) 5.62% |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) OO |

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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 (AI) 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 |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER 0 |
| --- | --- |
| 6. | SHARED
VOTING POWER 3,963,463 |
| 7. | SOLE
DISPOSITIVE POWER 0 |
| 8. | SHARED
DISPOSITIVE POWER 3,963,463 |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,963,463 |
| --- | --- |
| 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) 5.62% |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) PN |

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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 (QP) 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 |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER 0 |
| --- | --- |
| 6. | SHARED
VOTING POWER 3,963,463 |
| 7. | SOLE
DISPOSITIVE POWER 0 |
| 8. | SHARED
DISPOSITIVE POWER 3,963,463 |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,963,463 |
| --- | --- |
| 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) 5.62% |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) PN |

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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 3,963,463 |
| 7. | SOLE
DISPOSITIVE POWER 50,000 |
| 8. | SHARED
DISPOSITIVE POWER 3,963,463 |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,013,463 |
| --- | --- |
| 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) 5.69% |
| 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 |

| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | SOLE
VOTING POWER 48,100 |
| --- | --- |
| 6. | SHARED
VOTING POWER 3,963,463 |
| 7. | SOLE
DISPOSITIVE POWER 48,100 |
| 8. | SHARED
DISPOSITIVE POWER 3,963,463 |

| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,011,563 |
| --- | --- |
| 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) 5.68% |
| 12. | TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS) IN,
HC |

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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 LLC |
| | | The
Spruce House Partnership (AI) LP The
Spruce House Partnership (QP) LP |
| | | Zachary
Sternberg |
| | | Benjamin
Stein |
| | (b). | Address
or principal business office or, if none, residence: |
| | | Spruce
House Investment Management LLC |
| | | Spruce
House Capital LLC The
Spruce House Partnership LLC |
| | | 435
Hudson Street, 8th Floor |
| | | New
York, New York 10014 |
| | | The
Spruce House Partnership (AI) LP The
Spruce House Partnership (QP) 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 LLC – Delaware limited company |
| | | The
Spruce House Partnership (AI) LP – Delaware limited partnership The Spruce
House Partnership (QP) 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 per share |
| | (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: |

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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) Amount beneficially owned:

| Spruce
House Investment Management LLC –3,963,463 shares |
| --- |
| Spruce
House Capital LLC – 3,963,463 shares |
| The
Spruce House Partnership LLC – 3,963,463 shares |
| The
Spruce House Partnership (AI) LP – 3,963,463 shares |
| The
Spruce House Partnership (QP) LP – 3,963,463 shares |
| Zachary
Sternberg – 4,013,463 shares |
| Benjamin
Stein – 4,011,563 shares |

(b) Percent of class:

| Spruce
House Investment Management LLC –5.62% |
| --- |
| Spruce
House Capital LLC – 5.62% |
| The
Spruce House Partnership LLC – 5.62% |
| The
Spruce House Partnership (AI) LP – 5.62% |
| The
Spruce House Partnership (QP) LP – 5.62% |
| Zachary
Sternberg – 5.69% |
| Benjamin
Stein – 5.68%* |

(c) Number of shares as to which Spruce House Investment Management LLC has:

| (i) | Sole
power to vote or to direct the vote | 0 | , |
| --- | --- | --- | --- |
| (ii) | Shared
power to vote or to direct the vote | 3,963,463 | , |
| (iii) | Sole
power to dispose or to direct the disposition of | 0 | , |
| (iv) | Shared
power to dispose or to direct the disposition of | 3,963,463 | . |
| 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 | 3,963,463 | , |
| (iii) | Sole
power to dispose or to direct the disposition of | 0 | , |
| (iv) | Shared
power to dispose or to direct the disposition of | 3,963,463 | . |
| Number
of shares as to which The Spruce House Partnership (AI) LP has: | | | |
| (i) | Sole
power to vote or to direct the vote | 0 | , |
| (ii) | Shared
power to vote or to direct the vote | 3,963,463 | , |
| (iii) | Sole
power to dispose or to direct the disposition of | 0 | , |
| (iv) | Shared
power to dispose or to direct the disposition of | 3,963,463 | . |

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| Number
of shares as to which The Spruce House Partnership (QP) LP has: — (i) | Sole
power to vote or to direct the vote | 0 | , |
| --- | --- | --- | --- |
| (ii) | Shared
power to vote or to direct the vote | 3,963,463 | , |
| (iii) | Sole
power to dispose or to direct the disposition of | 0 | , |
| (iv) | Shared
power to dispose or to direct the disposition of | 3,963,463 | . |
| Number
of shares as to which The Spruce House Partnership LLC has: | | | |
| (i) | Sole
power to vote or to direct the vote | 0 | , |
| (ii) | Shared
power to vote or to direct the vote | 3,963,463 | , |
| (iii) | Sole
power to dispose or to direct the disposition of | 0 | , |
| (iv) | Shared
power to dispose or to direct the disposition of | 3,963,463 | . |
| 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 | 3,963,463 | , |
| (iii) | Sole
power to dispose or to direct the disposition of | 50,000 | , |
| (iv) | Shared
power to dispose or to direct the disposition of | 3,963,463 | . |
| Number
of shares as to which Benjamin Stein has: | | | |
| (i) | Sole
power to vote or to direct the vote | 48,100 | , |
| (ii) | Shared
power to vote or to direct the vote | 3,963,463 | , |
| (iii) | Sole
power to dispose or to direct the disposition of | 48,100 | , |
| (iv) | Shared
power to dispose or to direct the disposition of | 3,963,463 | . |

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The reported securities are held in the account of The Spruce House Partnership LLC (the “Aggregator”), its sole members being The Spruce House Partnership (AI) LP (f/k/a The Spruce House Partnership LP) and The Spruce House Partnership (QP) LP (collectively, the “Funds”), each a private investment fund managed by Spruce House Investment Management LLC (the “Investment Manager”).

The reported securities may be deemed to be beneficially owned by the Investment Manager, the general partner of the Funds, Spruce House Capital LLC (the “General Partner”), and by Zachary Sternberg and Benjamin Stein, managing members of the Investment Manager and the General Partner (the “Managing Members”).

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 Aggregator. 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 October 29, 2020 for the quarter ended September 30, 2020 that there were 70,578,738 shares of Class A Common Stock issued and outstanding as of October 26, 2020.

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ITEM 5. Ownership of Five Percent or Less of a Class.

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. Ownership of More Than Five Percent on Behalf of Another Person.

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. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

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. Identification and Classification of Members of the Group.

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 Group.

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. Certification.

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:
December 4, 2020 | |
| --- | --- |
| 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 LLC | |
| By: | /s/
Zachary Sternberg |
| Name: | Zachary
Sternberg |
| Title: | Managing
Member |
| The
Spruce House Partnership (AI) LP The
Spruce House Partnership (QP) 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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