CVAN SC 13G/ACARVANA / CVAN ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 6)

Carvana Co.

(Name of Issuer)

Class A common stock, $0.001 par value per share

(Titles of Class of Securities)

146869102

(CUSIP Number)

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

The information required in 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, as amended (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 (however, see the Notes).

Item 1(a). Name of Issuer:

Carvana Co. (the “Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

1930 W. Rio Salado Parkway

Tempe, Arizona 85281

Item 2(a). Name of Person Filing:

This statement is filed on behalf of each of the following persons:

Item 2(b). Address of Principal Business Office or, if none, Residence:

The principal business address of each of CVAN, CVAN Holdco, Public Investments, Investment Holdings, Parent II, Manager and Mr. Walter is as follows:

227 West Monroe

Suite 5000

Chicago, IL 60606

Item 2(c). Citizenship:

See responses to Item 4 on each cover page.

Item 2(d). Titles of Classes of Securities:

Class A common stock, $0.001 par value per share, of the Issuer (“Class A Common Stock”).

Item 2(e). CUSIP Number:

146869102

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):

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:

726,000 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 holds directly 726,000 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 Parent II. Each of CVAN Holdco, Public Investments, Investment Holdings and Parent II is managed by Manager and Manager is controlled by Mr. Walter. Each of CVAN Holdco, Public Investments, Investment Holdings, Parent II, 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, Parent II, Manager and Mr. Walter disclaim beneficial ownership of such securities except to the extent of their respective pecuniary interest therein.

(b) Percent of class:

8.06% based on 105,947,745 shares of Class A Common Stock outstanding, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2022. The percentage assumes the exchange of all Class A Units held by CVAN and CVAN Sub for shares of Class A Common Stock, in accordance with Rule 13d-3 of the Securities Act of 1933, as amended.

(c) Number of shares as to which such person has:

0

9,221,376. See response to Item 4(a) above.

0

9,221,376. See response to Item 4(a) above.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not Applicable.

Item 8. Identification and Classification of Members of the Group.

Not Applicable.

Item 9. Notice of Dissolution of Group.

Not Applicable.

Item 10. Certification.

Not Applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 7, 2023

Exhibit Index