Sec Form 13D Filing - GARCIA ERNEST C. II filing for CARVANA CO. (CVNA) - 2021-08-26

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 disclosures provided in a prior cover page.

  Names of Reporting Persons

  Ernest C. Garcia II

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  PF, AF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  United States of America

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  59,545,014⁽¹⁾

  Shared Voting Power

  11,834,021⁽²⁾

  Sole Dispositive Power

  59,545,014⁽¹⁾

  Shared Dispositive Power

  11,834,021⁽²⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  71,379,035

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (11)

  45.98%⁽³⁾

  Type of Reporting Person (See Instructions)

  IN

This number includes the Class A Shares held by: (i) Ernest C. Garcia II (“Mr. Garcia”) (38,937,458 shares on an as-converted basis), (ii) Verde Investments, Inc. (“Verde”) (555,556 shares), which Mr. Garcia wholly owns and controls, (iii) ECG II SPE, LLC (“E-SPE”) (8,000,000 shares on an as-converted basis), which Mr. Garcia wholly owns and controls, and (iv) the Ernest C. Garcia III Multi-Generational Trust III (the “Multi-Generational Trust”) (12,052,000 shares, including 11,952,000 shares on an as-converted basis), of which Mr. Garcia is the sole voting trustee and Ernie Garcia, III and his children are the sole beneficiaries.

This number reflects the Class A Shares held by the Ernest Irrevocable 2004 Trust III (the “2004 Trust”) (11,834,021 shares on an as-converted basis), of which Mr. Garcia is a voting co-trustee and Mr. Garcia’s son, Ernie Garcia, III is the sole beneficiary.

Based on 84,502,051 Class A Shares outstanding as of August 2, 2021, and assuming the conversion of all Class A common units of Carvana Group held by Mr. Garcia into Class A Shares, in accordance with Rule 13d-3 of the Act.

  Names of Reporting Persons

  Verde Investments, Inc.

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  WC

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  Arizona

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  555,556⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  555,556⁽¹⁾

  Shared Disposit ive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  555,556⁽¹⁾

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (11)

  0.66%⁽²⁾

  Type of Reporting Person (See Instructions)

  CO

Beneficial ownership of the Class A Shares owned by Verde is also attributable to Mr. Garcia as the sole shareholder and director of Verde, and thus is reported by more than one reporting person pursuant to Rule 13d-3 under the Act. Power is exercised through Mr. Garcia.

Based on 84,502,051 Class A Shares outstanding as of August 2, 2021, and determined in accordance with Rule 13d-3 under the Act.

  Names of Reporting Persons

  ECG II SPE, LLC

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

  SEC Use Only

  Source of Funds (See Instructions)

  AF

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

  ☐

  Citizenship or Place of Organization

  Arizona

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  8,000,000⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  8,000,000⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  8,000,000⁽¹⁾

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

  ☐

  Percent of Class Represented by Amount in Row (11)

  8.65%⁽²⁾

  Type of Reporting Person (See Instructions)

  OO

Beneficial ownership of the Class A Shares owned by E-SPE is also attributable to Mr. Garcia, as the sole member of E-SPE, and thus is reported by more than one reporting person pursuant to Rule 13d-3 under the Act. Power is exercised through Mr. Garcia.

Based on 84,502,051 Class A Shares outstanding as of August 2, 2021, and assuming the conversion of all Class A common units of Carvana Group owned by E-SPE into Class A Shares, in accordance with Rule 13d-3 of the Act.

Transaction Date

07/29/2021

07/30/2021

08/02/2021

08/03/2021

08/04/2021

08/05/2021

08/06/2021

08/09/2021

08/10/2021

08/11/2021

08/12/2021

08/13/2021

08/16/2021

08/17/2021

08/18/2021

08/19/2021

08/20/2021

08/23/2021

The prices shown are weighted average sale prices for shares sold in multiple transactions. The Reporting Person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the respective ranges.

The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by Ernest C. Garcia II and Elizabeth Joanne Garcia on June 15, 2020, as modified in accordance with Rule 10b5-1 of the Act.