UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 36)*
Carvana Co.
(Name of Issuer)
Class A Common Stock, par value $0.001 per share
(Title of Class of Securities)
146869 102
(CUSIP Number)
Ernest C. Garcia II
c/o Verde Investments, Inc.
5430 Lyndon B. Johnson Fwy, Tower 3, Suite 1250
Dallas, Texas 75240
(469) 564-4800
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 12, 2024
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
| * | 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. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
CUSIP No. 146869 102
| 1. | Names of Reporting Persons
Ernest C. Garcia II | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
PF, AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
| |||||
| 6. | Citizenship or Place of Organization
United States of America | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
45,442,317(1) | ||||
| 8. | Shared Voting Power
0(2) | |||||
| 9. | Sole Dispositive Power
45,442,317(1) | |||||
| 10. | Shared Dispositive Power
0(2) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
45,442,317 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
26.1%(3) | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
Note: All share numbers on these cover pages are presented as shares of Class A common stock, par value $0.001 per share (the “Class A Shares”) of Carvana Co., a Delaware corporation (the “Issuer”), on an as-converted basis from Class A common units (“Class A Units”) of Carvana Group, LLC, a Delaware limited liability company (“Carvana Group”) and subsidiary of the Issuer, as further described herein.
| (1) | This number is comprised of the Class A Shares held by: (i) Ernest C. Garcia II (“Mr. Garcia”) (37,442,317 shares on an as-converted basis), and (ii) ECG II SPE, LLC (“E-SPE”) (8,000,000 shares on an as-converted basis), which Mr. Garcia wholly owns and controls. |
| (2) | Effective December 12, 2024, Mr. Garcia resigned from his position as co-trustee of each of the Ernest Irrevocable 2004 Trust III (the “2004 Trust”) and the Ernest C. Garcia III Multi-Generational Trust III (the “Multi-Generational Trust”). As a result of these resignations, Mr. Garcia no longer holds shared voting and dispositive power over the Class A Shares held by those entities. |
| (3) | Based on 128,510,301 Class A Shares outstanding as of October 28, 2024, 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. |
CUSIP No. 146869 102
| 1. | Names of Reporting Persons
ECG II SPE, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
| |||||
| 6. | Citizenship or Place of Organization
Arizona | |||||
Number of Shares Beneficially Owned by Each Reporting Person With
| 7. | Sole Voting Power
8,000,000(1) | ||||
| 8. | Shared Voting Power
0 | |||||
| 9. | Sole Dispositive Power
8,000,000(1) | |||||
| 10. | Shared Dispositive Power
0 | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
8,000,000(1) | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
5.9%(2) | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
Note: All share numbers on these cover pages presented as Class A Shares on an as-converted basis from Class A Units of Carvana Group, as further described herein.
| (1) | 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. |
| (2) | Based on 128,510,301 Class A Shares outstanding as of October 28, 2024, 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. |
EXPLANATORY NOTE
This Amendment No. 36 (“Amendment No. 36”) to Schedule 13D is filed jointly by Mr. Garcia and E-SPE (collectively, the “Reporting Persons”) with respect to the Class A Shares, pursuant to their Joint Filing Agreement dated as of May 12, 2017, as amended and restated on September 27, 2018 and on April 3, 2020 (the “Joint Filing Agreement”), filed as an exhibit to the Schedule 13D originally filed on behalf of the Reporting Persons with the United States Securities and Exchange Commission (the “SEC”) on May 12, 2017 and subsequently amended on May 9, 2018, May 23, 2018, September 17, 2018, September 28, 2018, October 22, 2018, November 8, 2018, March 15, 2019, April 1, 2019, May 20, 2019, June 26, 2019, April 3, 2020, June 16, 2020, November 6, 2020, December 9, 2020, January 7, 2021, January 28, 2021, February 24, 2021, March 16, 2021, April 14, 2021, May 12, 2021, May 27, 2021, June 22, 2021, July 13, 2021, August 2, 2021, August 26, 2021, February 7, 2022, April 29, 2022, June 15, 2022, August 25, 2023, November 13, 2023, May 14, 2024, July 1, 2024, August 1, 2024, September 9, 2024 and October 25, 2024 (the “Original Schedule 13D”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Original Schedule 13D. Except as specifically provided herein, this Amendment No. 36 does not modify any of the information previously reported in the Original Schedule 13D.
Item 2. Identity and Background
Item 2 of the Original Schedule 13D is hereby amended and supplemented to include the following information:
The information set forth on the cover pages of this Schedule 13D is incorporated by reference in its entirety into this Item 2.
Effective December 12, 2024, Mr. Garcia resigned from his position as co-trustee of each of the 2004 Trust and the Multi-Generational Trust. As a result of these resignations, Mr. Garcia no longer holds shared voting and dispositive power over the Class A Shares held by those entities.
Item 5. Interest in Securities of the Issuer
Item 5 of the Original Schedule 13D is hereby amended and supplemented to include the following information:
The information set forth on the cover pages of this Schedule 13D and Item 2 is incorporated by reference in its entirety into this Item 5.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in the Statement is true, complete and correct.
Date: December 16, 2024
/s/ Ernest C. Garcia II |
Ernest C. Garcia II |
| ECG II SPE, LLC | ||
By: | /s/ Ernest C. Garcia II | |
Ernest C. Garcia II | ||
President | ||
