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CARVANA CO. filed this 4 on Aug 15, 2024

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CARVANA CO. (Form: 4, Received: 08/15/2024 16:36:27)

FORM 4 ☐ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). ☒ Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* GARCIA ERNEST C. II	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)
(Last) (First) (Middle) 5430 LYNDON B. JOHNSON FWY, TOWER 3, SUITE 1250	3. Date of Earliest Transaction (MM/DD/YYYY) 8/13/2024
(Street) DALLAS, TX 75240	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _ X _ Form filed by More than One Reporting Person
(City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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. Trans. Date	2A. Deemed Execution Date, if any	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)
Class A Common Stock	8/13/2024		S⁽¹⁾		3,248	D	$136.0925 ⁽²⁾	937,566	I	Verde Investments, Inc. ⁽³⁾
Class A Common Stock	8/13/2024		S⁽¹⁾		1,200	D	$137.5717 ⁽²⁾	936,366	I	Verde Investments, Inc. ⁽³⁾
Class A Common Stock	8/13/2024		S⁽¹⁾		700	D	$138.6457 ⁽²⁾	935,666	I	Verde Investments, Inc. ⁽³⁾
Class A Common Stock	8/13/2024		S⁽¹⁾		1,075	D	$139.6854 ⁽²⁾	934,591	I	Verde Investments, Inc. ⁽³⁾
Class A Common Stock	8/13/2024		S⁽¹⁾		4,870	D	$140.8579 ⁽²⁾	929,721	I	Verde Investments, Inc. ⁽³⁾
Class A Common Stock	8/13/2024		S⁽¹⁾		11,126	D	$141.8824 ⁽²⁾	918,595	I	Verde Investments, Inc. ⁽³⁾
Class A Common Stock	8/13/2024		S⁽¹⁾		23,138	D	$142.67 ⁽²⁾	895,457	I	Verde Investments, Inc. ⁽³⁾
Class A Common Stock	8/13/2024		S⁽¹⁾		17,703	D	$143.7651 ⁽²⁾	877,754	I	Verde Investments, Inc. ⁽³⁾
Class A Common Stock	8/13/2024		S⁽¹⁾		11,940	D	$144.5803 ⁽²⁾	865,814	I	Verde Investments, Inc. ⁽³⁾
Class A Common Stock	8/14/2024		S⁽¹⁾		20,322	D	$142.2995 ⁽⁴⁾	845,492	I	Verde Investments, Inc. ⁽³⁾
Class A Common Stock	8/14/2024		S⁽¹⁾		19,189	D	$143.2192 ⁽⁴⁾	826,303	I	Verde Investments, Inc. ⁽³⁾
Class A Common Stock	8/14/2024		S⁽¹⁾		18,953	D	$144.3044 ⁽⁴⁾	807,350	I	Verde Investments, Inc. ⁽³⁾
Class A Common Stock	8/14/2024		S⁽¹⁾		10,192	D	$145.1339 ⁽⁴⁾	797,158	I	Verde Investments, Inc. ⁽³⁾
Class A Common Stock	8/14/2024		S⁽¹⁾		3,744	D	$146.4182 ⁽⁴⁾	793,414	I	Verde Investments, Inc. ⁽³⁾
Class A Common Stock	8/14/2024		S⁽¹⁾		2,600	D	$147.0073 ⁽⁴⁾	790,814	I	Verde Investments, Inc. ⁽³⁾
Class A Common Stock								850,000	I	Ernest Irrevocable 2004 Trust III ⁽⁵⁾
Class A Common Stock								950,000	I	Ernest C. Garcia III Multi-Generational Trust III ⁽⁶⁾
Class B Common Stock								41,442,317	D
Class B Common Stock								11,834,021	I	Ernest Irrevocable 2004 Trust III ⁽⁷⁾
Class B Common Stock								11,952,000	I	Ernest C. Garcia III Multi-Generational Trust III ⁽⁸⁾
Class B Common Stock								8,000,000	I	ECG II SPE, LLC ⁽⁹⁾

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Units	⁽¹⁰⁾							⁽¹⁰⁾	⁽¹⁰⁾	Class A Common Stock	51,802,896		51,802,896	D
Class A Units	⁽¹¹⁾							⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock	14,792,526		14,792,526	I	Ernest Irrevocable 2004 Trust III
Class A Units	⁽¹²⁾							⁽¹²⁾	⁽¹²⁾	Class A Common Stock	14,940,000		14,940,000	I	Ernest C. Garcia III Multi-Generational Trust III
Class A Units	⁽¹³⁾							⁽¹³⁾	⁽¹³⁾	Class A Common Stock	10,000,000		10,000,000	I	ECG II SPE, LLC

Explanation of Responses:
(1)	The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by Ernest C. Garcia II and Elizabeth Joanne Garcia on March 11, 2024.
(2)	The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $135.73 to $136.50, inclusive (weighted average of $136.0925); $137.00 to $137.99, inclusive (weighted average of $137.5717); $138.08 to $139.00, inclusive (weighted average of $138.6457); $139.14 to $140.00, inclusive (weighted average of $139.6854); $140.21 to $141.20, inclusive (weighted average of $140.8579); $141.25 to $142.24, inclusive (weighted average of $141.8824); $142.25 to $143.23, inclusive (weighted average of $142.67); $143.25 to $144.23, inclusive (weighted average of $143.7651); and $144.27 to $145.22, inclusive (weighted average of $144.5803), respectively. The reporting person undertakes to provide to the issuer or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.
(3)	These Class A Shares are owned directly by Verde Investments, Inc., an entity which Mr. Garcia wholly owns and controls.
(4)	The prices reported in Column 4 are weighted average prices. These shares were sold in multiple transactions at prices ranging from $141.75 to $142.74, inclusive (weighted average of $142.2995); $142.75 to $143.74, inclusive (weighted average of $143.2192); $143.75 to $144.74, inclusive (weighted average of $144.3044); $144.75 to $145.67, inclusive (weighted average of $145.1339); $145.83 to $146.80, inclusive (weighted average of $146.4182); and $146.84 to $147.25, inclusive (weighted average of $147.0073), respectively. The reporting person undertakes to provide to the issuer or to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.
(5)	These Class A Shares are owned directly by the Ernest Irrevocable 2004 Trust III (the "2004 Trust"). Mr. Garcia may have shared voting and dispositive power with respect to the Class A Shares held by the 2004 Trust. Mr. Garcia is a non-voting co-trustee with respect to the 2004 Trust and Mr. Garcia's son, Ernie Garcia III, is the sole beneficiary.
(6)	These Class A Shares are owned directly by the Ernest C. Garcia III Multi-Generational Trust III (the "Multi-Generational Trust"). Mr. Garcia may have shared voting and dispositive power with respect to the Class A Shares held by the Multi-Generational Trust. Mr. Garcia is a non-voting co-trustee with respect to the Multi-Generational Trust, and Ernie Garcia III and his children are the sole beneficiaries.
(7)	These Class B Shares are owned directly by the 2004 Trust.
(8)	These Class B Shares are owned directly by the Multi-Generational Trust.
(9)	These Class B Shares are owned directly by ECG II SPE, LLC ("E-SPE"), an entity which Mr. Garcia wholly owns and controls.
(10)	These Class A Units are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement, dated April 27, 2017, by and among the Issuer, Carvana Co. Sub LLC, Carvana Group and the members of Carvana Group (the "Exchange Agreement").
(11)	These Class A Units are owned directly by the 2004 Trust and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.
(12)	These Class A Units are owned directly by the Multi-Generational Trust and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.
(13)	These Class A Units are owned directly by E-SPE and are exchangeable for 0.8 Class A Shares pursuant to the Exchange Agreement.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GARCIA ERNEST C. II 5430 LYNDON B. JOHNSON FWY, TOWER 3 SUITE 1250 DALLAS, TX 75240		X
VERDE INVESTMENTS, INC. 5430 LYNDON B. JOHNSON FWY, TOWER 3 SUITE 1250 DALLAS, TX 75240		X
ECG II SPE, LLC 5430 LYNDON B. JOHNSON FWY, TOWER 3 SUITE 1250 DALLAS, TX 75240		X

Signatures
/s/ Ernest C. Garcia II		8/15/2024
^**Signature of Reporting Person		Date
/s/ Ernest C. Garcia II, Verde Investments, Inc.		8/15/2024
^**Signature of Reporting Person		Date
/s/ Ernest C. Garcia II, ECG II SPE, LLC		8/15/2024
^**Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.