RYAN S. KEETON - 15 Jul 2021 Form 4 Insider Report for CARVANA CO. (CVNA)

Role: Chief Brand Officer
Signature: /s/ Paul Breaux, by Power of Attorney for Ryan S. Keeton
Issuer symbol: CVNA
Transactions as of: 15 Jul 2021
Net transactions value: -$3,121,300
Form type: 4
Filing time: 19 Jul 2021, 18:53:19 UTC
Previous filing: 06 Jul 2021
Next filing: 04 Aug 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	+10,000	+32%	$0.000000	41,697	16 Jul 2021	Direct	F1, F2
transaction	CVNA	Class A Common Stock	Sale	$3,121,300	-10,000	-24%	$312.13^*	31,697	15 Jul 2021	Direct	F1, 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	-12,500	-43%	$0.000000	16,249	16 Jul 2021	Class A Common Stock	10,000		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 June 9, 2020. The Reporting Person acquired the Class A Common Stock on July 15, 2021 by exchanging 12,500 Class B common units of Carvana Group, LLC ("Class B Units") for 10,000 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 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.
F3	This transaction was executed in multiple trades at prices ranging from $307.13 to $319.61, inclusive; the price reported above reflects the volume weighted average sale price.
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 500,000 Class B common units on March 24, 2015 with a participation threshold of $0.00; 125,000 vested on the grant date and 8,333 vest on the first of each month thereafter.