Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 9)*
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Carvana Co. (Name of Issuer) |
Class A Common Stock, par value $0.001 per share (Title of Class of Securities) |
146869102 (CUSIP Number) |
07/31/2025 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 146869102 |
| 1 | Names of Reporting Persons
Ernest C. Garcia, III | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
30,299,174.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
18.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (a) Represents (i) 2,107,367 shares of Class A Common Stock, (ii) 5,939 shares of Class A Common Stock issuable upon vesting and settlement of restricted stock units ("RSUs") that will have vested within 60 days of July 31, 2025, inclusive of shares to be withheld for tax purposes, (iii) 519,385 options to purchase shares of Class A Common Stock ("Options"), including those that will have vested within 60 days of July 31, 2025 and (iv) 27,666,483 shares of Class A Common Stock issuable in exchange for 34,583,104 Class A Units in Carvana Group, LLC ("Class A Units") and the cancellation of 27,666,483 shares of Class B Common Stock (See Item 4). (b) The percentage is calculated using (i) 138,083,496 shares of the Issuer's Class A Common Stock outstanding as of July 28, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the United States Securities and Exchange Commission (the "SEC") on July 30, 2025, as increased by (ii) (a) 519,385 shares of Class A Common Stock issuable in respect of 519,385 Options, (b) 5,939 shares of Class A Common Stock issuable upon vesting and settlement of RSUs, and (c) 27,666,483 shares of Class A Common Stock issuable in respect of 34,583,104 Class A Units (and 27,666,483 shares of Class B Common Stock).
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Carvana Co. | |
| (b) | Address of issuer's principal executive offices:
300 E. Rio Salado Parkway, Tempe, AZ, 85281 | |
| Item 2. | ||
| (a)< /td> | Name of person filing:
by Ernest C. Garcia, III (the "Reporting Person"). The Reporting Person is a citizen of the United States of America. | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of the Reporting Person is as follows: c/o Carvana Co. 300 E. Rio Salado Parkway Tempe, Arizona 85281 | |
| (c) | Citizenship:
See response to Item 4 of the cover page and Item 2(a) above. | |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.001 per share | |
| (e) | CUSIP No.:
146869102 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A 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) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
30,299,174 Pursuant to the Fifth Amended and Restated Limited Liability Company Agreement of Carvana Group, LLC, as amended, and an Exchange Agreement that the holders of Class A Units entered into with the Issuer, the Reporting Person is entitled from time to time at his option to exchange Class A Units (together with shares of his Class B Common Stock), for shares of Class A Common Stock on a five-to-four basis (or, at the Issuer's discretion, for cash). Each of the percentages referenced in this Statement are calculated based on 138,083,496 shares of the Issuer's Class A Common Stock outstanding as of July 28, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on July 30, 2025, as increased by (i) 519,385 shares of Class A Common Stock issuable in respect of 519,385 Options, (ii) 5,939 shares of Class A Common Stock issuable upon vesting and settlement of RSUs, and (iii) 27,666,483 shares of Class A Common Stock issuable in respect of 34,583,104 Class A Units (and 27,666,483 shares of Class B Common Stock) (the "Calculation Method"). The 30,299,174 reported securities are held as follows: * Ernest C. Garcia, III directly holds (a) 824,487 shares of Class A Common Stock, (b) 5,939 shares of Class A Common Stock issuable upon vesting and settlement of RSUs that will have vested within 60 days of July 31, 2025, inclusive of shares to be withheld for tax purposes, (c) 519,385 Options, including those that will have vested within 60 days of July 31, 2025, to purchase an equal number of shares of Class A Common Stock, and (d) 4,850,578 Class A Units and 3,880,462 shares of Class B Common Stock, exchangeable for 3,880,462 shares of Class A Common Stock, together representing 3.1% of the issued and outstanding shares of the Issuer's Class A Common Stock based on the Calculation Method. * The Ernest Irrevocable 2004 Trust III holds (a) 591,440 shares of Class A Common Stock and (b) 14,792,526 Class A Units and 11,834,021 shares of Class B Common Stock, exchangeable for 11,834,021 shares of Class A Common Stock, together representing 7.5% of the issued and outstanding shares of the Issuer's Class A Common Stock based on the Calculation Method. * The Ernest C. Garcia III Multi-Generational Trust III holds (a) 691,440 shares of Class A Common Stock and (b) 14,940,000 Class A Units and 11,952,000 shares of Class B Common Stock, exchangeable for 11,952,000 shares of Class A Common Stock, together representing 7.6% of the issued and outstanding shares of the Issuer's Class A Common Stock based on the Calculation Method. The filing of this Statement shall not be construed as an admission that the Reporting Person or either Trust is, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement. | |
| (b) | Percent of class:
18.2 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
30,299,174 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
30,299,174 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Not Applicable. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Not Applicable. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Not Applicable. | ||
| Item 9. | Notice of Dissolution of Group. | |
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
Not Applicable. | ||
| Item 10. | Certifications: |
Not Applicable
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| 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.
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