CARVANA CO. filed this 4 on Dec 12, 2024
CARVANA CO. - 4 - 20241212 - EXPLANATIONS_AND_REMARKS
Explanation of Responses:
(1) The reported conversions and sales were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on September 10, 2024 (the "10b5-1 Plan").
(2) This transaction was executed in multiple trades at prices ranging from $ 240.05 to $240.09, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.
(3) This transaction was executed in multiple trades at prices ranging from $ 242.07 to $242.92, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.
(4) This transaction was executed in multiple trades at prices ranging from $ 243.00 to $243.99, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.
(5) This transaction was executed in multiple trades at prices ranging from $ 244.00 to $244.99, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.
(6) This transaction was executed in multiple trades at prices ranging from $ 245.00 to $245.92, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.
(7) This transaction was executed in multiple trades at prices ranging from $ 246.45 to $246.69, inclusive. The price reported above reflects the volume weighted average sale price. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each price.
(8) The Exchange Agreement permits holders of Class B Units to exchange their Class B Units for a number of shares of the Issuer's Class A Common Stock equal to the Class A Common Stock Value less the Adjusted Participation Threshold (as each term is defined in the Exchange Agreement) multiplied by 0.8 times the number of Class B Units being exchanged, divided by the Class A Common Stock Value.
(9) The Reporting Person was granted 200,000 Class B Units on March 24, 2015 with a participation threshold of $0.000; 40,000 of which vested on March 1, 2016 and 3,333 of which vested on the first of each month thereafter.
(10) These Class A Shares are held directly by the Ira J. Platt Revocable Trust (the "Trust"). The Reporting Person is co-trustee of the Trust, and the Reporting Person's spouse is the primary beneficiary of the Trust.