Form 4 for CVNA Carvana
Accepted 2024-10-24 00:00:00 ET · period of report 2024-10-22 · accession 0001690820-24-000338 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2024-10-24 | 2024-10-23 | CVNA | BREAUX PAUL W. | See Remarks | C - Cnv Deriv | $0.00 | +32.7K | 127.3K | +35% | $0 |
| DM | 2024-10-24 | 2024-10-22+ | CVNA | BREAUX PAUL W. | See Remarks | S - Sale+OE | $198.00 | -40.0K | 119.5K | -25% | -$7.92M |
| D | 2024-10-24 | 2024-10-22 | CVNA | BREAUX PAUL W. | See Remarks | M - OptEx | $10.07 | +6,769 | 134.0K | +5% | +$68.2K |
| D | 2024-10-24 | 2024-10-22 | CVNA | BREAUX PAUL W. | See Remarks | M - OptEx | $0.00 | -6,769 | 309.3K | -2% | $0 |
| DM | 2024-10-24 | 2024-10-23 | CVNA | BREAUX PAUL W. | See Remarks | C - Cnv Deriv | $12.00 | -44.3K | 0 | -100% | -$532.2K |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2024-10-23 | C | A | 24,937 | $0.00 | 126,758 | D | — | — | (F4) The Reporting Person was granted 50,000 Class B Units on April 27, 2017 with a participation threshold of $12.00; 10,000 of which vested on February 1, 2018 and 833 of which vested on the first of each month thereafter. The Class B Units have no expiration date. (F3) Pursuant to an exchange agreement among the Issuer and certain common unit holders of Carvana Group, LLC, dated April 27, 2017 (the "Exchange Agreement"), holders of Class B Units may exchange their Class B Units for a number of shares of the Issuer's Class A Common Stock equal to the Class A Common Stock Value less the Adjusted Participation Threshold (as each term is defined in the Exchange Agreement) multiplied by 0.8 times the number of Class B Units being exchanged, divided by the Class A Common Stock Value. |
| 2 | Common | Class A Common Stock | 2024-10-23 | S | D | 25,452 | $198.00 | 101,821 | D | — | — | |
| 3 | Common | Class A Common Stock | 2024-10-23 | C | A | 7,779 | $0.00 | 127,273 | D | — | — | (F4) The Reporting Person was granted 50,000 Class B Units on April 27, 2017 with a participation threshold of $12.00; 10,000 of which vested on February 1, 2018 and 833 of which vested on the first of each month thereafter. The Class B Units have no expiration date. (F3) Pursuant to an exchange agreement among the Issuer and certain common unit holders of Carvana Group, LLC, dated April 27, 2017 (the "Exchange Agreement"), holders of Class B Units may exchange their Class B Units for a number of shares of the Issuer's Class A Common Stock equal to the Class A Common Stock Value less the Adjusted Participation Threshold (as each term is defined in the Exchange Agreement) multiplied by 0.8 times the number of Class B Units being exchanged, divided by the Class A Common Stock Value. |
| 4 | Common | Class A Common Stock | 2024-10-22 | M | A | 6,769 | $10.07 | 134,042 | D | — | — | |
| 5 | Common | Class A Common Stock | 2024-10-22 | S | D | 14,548 | $198.00 | 119,494 | D | — | — | (F2) This transaction was executed in multiple trades at prices ranging from $ 198.00 to $198.07, 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 | Derivative | Stock Options (Right to Buy) | 2024-10-22 | M | D | 6,769 | $0.00 | 309,334 | D | $10.07 · 2024-04-01 to 2033-02-22 | 6,769 Class A Common Stock | (F5) 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. |
| 7 | Derivative | Class B Units | 2024-10-23 | C | D | 10,551 | $12.00 | 33,795 | D | $12.00 · — to — | 7,779 Class A Common Stock | (F1) 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"). (F4) The Reporting Person was granted 50,000 Class B Units on April 27, 2017 with a participation threshold of $12.00; 10,000 of which vested on February 1, 2018 and 833 of which vested on the first of each month thereafter. The Class B Units have no expiration date. |
| 8 | Derivative | Class B Units | 2024-10-23 | C | D | 33,795 | $12.00 | 0 | D | $12.00 · — to — | 24,937 Class A Common Stock | (F1) 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"). (F4) The Reporting Person was granted 50,000 Class B Units on April 27, 2017 with a participation threshold of $12.00; 10,000 of which vested on February 1, 2018 and 833 of which vested on the first of each month thereafter. The Class B Units have no expiration date. |