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| (g) | | ☐ | | Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
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| (h) | | ☐ | | Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
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| (i) | | ☐ | | Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). |
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| (j) | | ☐ | | Non-U.S. institution, in accordance with § 240.13d-1(b)(1)(ii)(J). |
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| (k) | | ☐ | | Group in accordance with §240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________ .
Item 4. Ownership
(a) Amount beneficially owned:
646,170 shares of Class A Common Stock (“Class A Shares”) and 8,495,376 Class A Shares issuable in exchange for Class A common units (“Class A Units”) of Carvana Group, LLC, a Delaware limited liability company and subsidiary of the Issuer, pursuant to an exchange agreement (“Exchange Agreement”) entered into by and among the Issuer and certain holders of Class A Units party thereto immediately prior to the effectiveness of the Registration Statement on Form S-1 (File No. 333-217085) relating to the Issuer’s initial public offering.
CVAN Holdings Sub I, LLC (“CVAN Sub”) is a wholly-owned subsidiary of CVAN and holds directly Class A Units exchangeable for 5,000,000 Class A Shares. CVAN may be deemed to indirectly share voting and dispositive power over the securities held directly by CVAN Sub, and as a result, may be deemed to have or share beneficial ownership of, the securities held directly by CVAN Sub. CVAN disclaims beneficial ownership of such securities except to the extent of its respective pecuniary interest therein.
CVAN Sub has pledged all of such Class A Units and 5,000,000 shares of Class B common stock of the Issuer to secure its obligations under a prepaid variable forward sale contract with an unaffiliated third party, including its obligation to deliver to such third party up to 5,000,000 Class A Shares on the maturity date of the contract.
CVAN holds directly 646,170 Class A Shares and Class A Units exchangeable for 3,495,376 Class A Shares. CVAN is a wholly-owned subsidiary of CVAN Holdco. CVAN Holdco is a wholly-owned subsidiary of Public Investments. Public Investments is a wholly-owned subsidiary of Investment Holdings. Investment Holdings is a wholly-owned subsidiary of TWG. Each of CVAN Holdco, Public Investments, Investment Holdings and TWG is managed by Manager and Manager is controlled by Mr. Walter. Each of CVAN Holdco, Public Investments, Investment Holdings, TWG, Manager and Mr. Walter may be deemed to indirectly share voting and dispositive power over the securities held by CVAN and CVAN Sub, and as a result, may be deemed to have or share beneficial ownership of, the securities held by CVAN and CVAN Sub. Each of CVAN Holdco, Public Investments, Investment Holdings, TWG, Manager and Mr. Walter disclaim beneficial ownership of such securities except to the extent of their respective pecuniary interest therein.
(b) Percent of class:
7.46% based on 114,030,364 Class A Shares outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 2, 2023. The percentage assumes the exchange of all Class A Units held by CVAN and CVAN Sub for Class A Shares, in accordance with Rule 13d-3 of the Securities Act of 1933, as amended.
(c) Number of shares as to which such person has:
| | (i) | Sole power to vote or to direct the vote: |
0
| | (ii) | Shared power to vote or to direct the vote: |
9,141,546. See response to Item 4(a) above.
