BENJAMIN E. HUSTON - 10 May 2021 Form 4 Insider Report for CARVANA CO. (CVNA)

Role: Chief Operating Officer
Signature: /s/ Paul Breaux, by Power of Attorney for Benjamin E. Huston
Issuer symbol: CVNA
Transactions as of: 10 May 2021
Net transactions value: -$2,195,428
Form type: 4
Filing time: 12 May 2021, 18:58:21 UTC
Next filing: 03 Jun 2021
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CVNA	Class A Common Stock	Conversion of derivative security	$0	+5,070	+14%	$0.000000	41,199	10 May 2021	Direct	F1, F2
transaction	CVNA	Class A Common Stock	Sale	$463,080	-2,000	-4.9%	$231.54^*	39,199	10 May 2021	Direct	F1
transaction	CVNA	Class A Common Stock	Sale	$746,348	-3,070	-7.8%	$243.11^*	36,129	10 May 2021	Direct	F1
transaction	CVNA	Class A Common Stock	Sale	$986,000	-4,930	-14%	$200.00	31,199	10 May 2021	Direct	F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CVNA	Class B Units	Conversion of derivative security	$0	-6,338	-2.6%	$0.000000	239,910	10 May 2021	Class A Common Stock	5,070	$0.000000	Direct	F1, F2, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The reported sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 16, 2021 (the "10b5-1 Plan"). The Reporting Person acquired the Class A Common Stock on May 10, 2021 by exchanging 6,338 Class B common units of Carvana Group, LLC ("Class B Units") for 5,070 shares of Class A Common Stock pursuant to an exchange agreement among the Issuer and certain common unit holders of Carvana Group, LLC, dated April 27, 2017 (the "Exchange Agreement").
F2	The Exchange Agreement permits holders of Class B Units to 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 theAdjusted 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.
F3	The reported sales were effected pursuant to the 10b5-1 Plan.
F4	The exchanged Class B Units have a participation threshold of $0.00. The Class B Units have no expiration date.
F5	The Reporting Person was granted 1,000,000 Class B Units on March 24, 2015 with a participation threshold of $0.00; 250,000 vested on the grant date and 16,667 vest on the first of each month thereafter.