Sec Form 13D Filing - GARCIA ERNEST C. II filing for CARVANA CO. (CVNA) - 2023-08-25

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

  55,383,131⁽¹⁾

  Shared Voting Power

  25,586,021⁽²⁾

  Sole Dispositive Power

  55,383,131⁽¹⁾

  Shared Dispositive Power

  25,586,021⁽²⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  80,969,152

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

  ☐

  Percent of Class Represented by Amount in Row (11)

  45.0%⁽³⁾

  Type of Reporting Person (See Instructions)

  IN

This number is comprised of the Class A Shares held by: (i) Ernest C. Garcia II (“Mr. Garcia”) (44,804,817 shares, including 41,442,317 shares on an as-converted basis); (ii) Verde Investments, Inc. (“Verde”) (2,578,314 shares), which Mr. Garcia wholly owns and controls; and (iii) ECG II SPE, LLC (“E-SPE”) (8,000,000 shares on an as-converted basis), which Mr. Garcia wholly owns and controls.

Mr. Garcia may be considered to have shared voting and dispositive power with respect to the Class A Shares held by: (i) the Ernest Irrevocable 2004 Trust III (the “2004 Trust”) (12,684,021 shares, including 11,834,021 shares on an as-converted basis), of which Mr. Garcia is a non-voting co-trustee and Mr. Garcia’s son, Ernie Garcia III, is the sole beneficiary; and (ii) the Ernest C. Garcia III Multi-Generational Trust III (the “Multi-Generational Trust”) (12,902,000 shares, including 11,952,000 shares on an as-converted basis), of which Mr. Garcia is a non-voting co-trustee and Ernie Garcia III and his children are the sole beneficiaries.

Based on 106,543,855 Class A Shares outstanding as of July 17, 2023, and assuming the conversion of all Class A 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

  2,578,314⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  2,578,314⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  2,578,314⁽¹⁾

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

  ☐

  Percent of Class Represented by Amount in Row (11)

  2.4%⁽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 is therefore reported by more than one reporting person pursuant to Rule 13d-3 under the Act.

Based on 106,543,855 Class A Shares outstanding as of July 17, 2023, 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)

  7.0%⁽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 is therefore reported by more than one reporting person pursuant to Rule 13d-3 under the Act.

Based on 106,543,855 Class A Shares outstanding as of July 17, 2023, and assuming the conversion of all Class A Units of Carvana Group owned by E-SPE into Class A Shares, in accordance with Rule 13d-3 of the Act.

Transaction Date

8/18/2023

On August 18, 2023, Mr. Garcia purchased 3,131,074 Class A Units from the Company for a per unit purchase price of $37.048, and received for no additional consideration, 2,504,859 Class B Shares. The Private Placement Securities are collectively exchangeable for 2,504,859 Class A Shares pursuant to the terms of the Exchange Agreement. Mr. Garcia purchased the Private Placement Securities in a transaction exempt from the registration requirements of the Act, pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Act.