Delaware Life Holdings Parent II Form 4 CARVANA / Mark Walter ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CVAN Holdings LLC

(Last)

(First)

(Middle)

227 W. MONROE, SUITE 5000

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CARVANA CO. [ CVNA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/22/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Forward Sale Contract (obligation to sell)	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	10/22/2020		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾		1,666,667		⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	Class A Common Stock	1,666,667	⁽⁴⁾⁽⁵⁾⁽⁶⁾	1,666,667⁽⁵⁾⁽⁶⁾	D⁽¹¹⁾
Forward Sale Contract (obligation to sell)	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾⁽⁸⁾	10/22/2020		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾⁽⁸⁾		1,666,667		⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	Class A Common Stock	1,666,667	⁽⁴⁾⁽⁷⁾⁽⁸⁾	1,666,667⁽⁷⁾⁽⁸⁾	D⁽¹¹⁾
Forward Sale Contract (obligation to sell)	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁹⁾⁽¹⁰⁾	10/22/2020		J⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁹⁾⁽¹⁰⁾		1,666,666		⁽²⁾⁽³⁾⁽⁴⁾	⁽²⁾⁽³⁾⁽⁴⁾	Class A Common Stock	1,666,666	⁽⁴⁾⁽⁹⁾⁽¹⁰⁾	1,666,666⁽⁹⁾⁽¹⁰⁾	D⁽¹¹⁾

1. Name and Address of Reporting Person^*

CVAN Holdings LLC

(Last)

(First)

(Middle)

227 W. MONROE, SUITE 5000

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Delaware Life Holdings Parent, LLC

(Last)

(First)

(Middle)

227 WEST MONROE, SUITE 5000

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Delaware Life Holdings Parent II, LLC

(Last)

(First)

(Middle)

227 WEST MONROE, SUITE 5000

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Delaware Life Holdings Manager, LLC

(Last)

(First)

(Middle)

227 WEST MONROE, SUITE 5000

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Walter Mark

(Last)

(First)

(Middle)

227 WEST MONROE, SUITE 5000

(Street)

CHICAGO

60606

(City)

(State)

(Zip)

Explanation of Responses:

1. On September 15, 2020, CVAN Holdings, LLC ("CVAN") entered into a master prepaid variable forward sale contract with an unaffiliated third party, the effectiveness of which was conditioned upon the satisfaction of certain conditions precedent, including the execution of supplemental confirmations evidencing three transactions thereunder. The conditions precedent were satisfied, and the parties' obligations became fixed, on October 22, 2020.

2. The master contract and supplemental confirmations comprise three transactions which obligate CVAN to deliver to the counterparty an aggregate of up to 5,000,000 shares of the Issuer's Class A common stock ("Class A Shares"), or at CVAN's election, an equivalent amount of cash, on the date that is one settlement cycle from the first trading day following the final day of the Valuation Period (as defined below) for each transaction. In exchange for assuming these obligations, CVAN received a cash payment of $631,305,910.80 in the aggregate. CVAN has pledged an aggregate of 6,250,000 Class A units of Carvana Group, LLC and 5,000,000 shares of Class B common stock of the Issuer (the "Pledged Securities") to secure its obligations under the contract and the transactions.

3. (continued from footnote 2) CVAN retained voting and certain dividend rights in the Pledged Shares during the term of the master contract but is required to make cash payments upon the occurrence of certain dividends declared prior to the maturity date. The Pledged Securities are exchangeable for 5,000,000 Class A Shares at any time pursuant to an Exchange Agreement, dated as of April 27, 2017, between the Issuer and CVAN. The Issuer has agreed to physically settle any exchange request received with respect to the Pledged Shares. Prior to settlement, CVAN will not be permitted to exchange, transfer or otherwise dispose of the Pledged Securities (other than in connection with the settlement of the transactions) and will, at all times, maintain the ability to cover its delivery obligations under the master contract and transactions.

4. Each transaction will be divided into 20 individual components (each consisting of up to 83,333 or 83,334 Class A Shares) over the 20 trading days up to, and including, June 14, 2021 (the "Valuation Period"). The number of Class A Shares to be delivered to the counterparty with respect to each component at settlement will be based on the volume weighted average closing price per-Class A Share for each trading day during the Valuation Period (the "Settlement Price").

5. The number of Class A Shares to be delivered to the counterparty at settlement with respect to each component of the transaction will be determined as follows: (a) if the Settlement Price for any component is less than or equal to $152.5486, CVAN will deliver for that component 75,000 Class A Shares; (b) if the Settlement Price for any component is less than or equal to $244.0909, but greater than $152.5486, CVAN will deliver for that component a number of Class A Shares equal to the product of (i) 75,000, multiplied by (ii) a fraction the numerator of which is $152.5486, and the denominator of which is the Settlement Price; and (c) if the Settlement Price for any component is greater than $244.0909, CVAN will deliver for that component a number of shares equal to the sum of (i) the product of (A) 75,000, multiplied by (B) a fraction the numerator of which is $152.5486,

6. (continued from footnote 5) and the denominator of which is the Settlement Price, plus (ii) the product of (A) 83,333 or 83,334 (as applicable), multiplied by (B) a fraction the numerator of which is the Settlement Price minus $244.0909, and the denominator of which is the Settlement Price, in each case rounded up to the nearest whole share.

7. The number of Class A Shares to be delivered to the counterparty at settlement with respect to each component of the transaction will be determined as follows: (a) if the Settlement Price for any component is less than or equal to $167.8166, CVAN will deliver for that component 75,000 Class A Shares; (b) if the Settlement Price for any component is less than or equal to $244.0909, but greater than $167.8166, CVAN will deliver for that component a number of Class A Shares equal to the product of (i) 75,000, multiplied by (ii) a fraction the numerator of which is $167.8166, and the denominator of which is the Settlement Price; and (c) if the Settlement Price for any component is greater than $244.0909,

8. (continued from footnote 7) CVAN will deliver for that component a number of shares equal to the sum of (i) the product of (A) 75,000, multiplied by (B) a fraction the numerator of which is $167.8166, and the denominator of which is the Settlement Price, plus (ii) the product of (A)83,333 or 83,334 (as applicable), multiplied by (B) a fraction the numerator of which is the Settlement Price minus $244.0909, and the denominator of which is the Settlement Price, in each case rounded up to the nearest whole share.

9. The number of Class A Shares to be delivered to the counterparty at settlement with respect to each component of the transaction will be determined as follows: (a) if the Settlement Price for any component is less than or equal to $167.8166, CVAN will deliver for that component 75,000 Class A Shares; (b) if the Settlement Price for any component is less than or equal to $244.0909, but greater than $180.0091, CVAN will deliver for that component a number of Class A Shares equal to the product of (i) 75,000, multiplied by (ii) a fraction the numerator of which is $180.0091, and the denominator of which is the Settlement Price; and (c) if the Settlement Price for any component is greater than $244.0909,

10. (continued from footnote 9) CVAN will deliver for that component a number of shares equal to the sum of (i) the product of (A) 75,000, multiplied by (B) a fraction the numerator of which is $180.0091, and the denominator of which is the Settlement Price, plus (ii) the product of (A) 83,333 or 83,334 (as applicable), multiplied by (B) a fraction the numerator of which is the Settlement Price minus $244.0909, and the denominator of which is the Settlement Price, in each case rounded up to the nearest whole share.

11. CVAN is a wholly-owned subsidiary of Delaware Life Holdings Parent, LLC ("Parent I"). Parent I is a wholly-owned subsidiary of Delaware Life Holdings Parent II, LLC ("Parent II"). Each of Parent I and Parent II is managed by Delaware Life Holdings Manager, LLC ("Manager") and each of Parent II and Manager is controlled by Mr. Mark Walter ("Mr. Walter"). Each of Parent I, Parent II, Manager and Mr. Walter may be deemed, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, to be the indirect beneficial owner of some or all of the shares owned by CVAN.

Remarks:

	CVAN Holdings, LLC, By: /s/ Joe Nicosia, Vice President	10/23/2020
	Delaware Life Holdings Parent, LLC, By: /s/ Joe Nicosia, Authorized Person	10/23/2020
	Delaware Life Holdings Parent II, LLC, By: /s/ Joe Nicosia, Authorized Person	10/23/2020
	Delaware Life Holdings Manager, LLC, By: /s/ Joe Nicosia, Authorized Person	10/23/2020
	/s/ Mark Walter	10/23/2020
	** Signature of Reporting Person	Date
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Delaware Life Holdings Parent II Form 4CARVANA / Mark Walter ownership change