Item 1 Comment:
This Amendment ("Amendment No. 12") amends the Schedule 13D filed with the SEC on October 12, 2021 (the "Original Schedule 13D"), as amended by Amendment No. 1, filed with the SEC on August 24, 2022; Amendment No. 2, filed with the SEC on September 6, 2022; Amendment No. 3, filed with the SEC on August 7, 2023; Amendment No. 4, filed with the SEC on September 1, 2023; Amendment No. 5, filed with the SEC on November 15, 2023; Amendment No. 6, filed with the SEC on May 7, 2024; Amendment No. 7, filed with the SEC on August 9, 2024; Amendment No. 8, filed with the SEC on February 28, 2025; Amendment No. 9, filed with the SEC on May 13, 2025; Amendment No. 10, filed with the SEC on August 8, 2025; and Amendment No. 11, filed with the SEC on September 2, 2025 (the Original Schedule 13D, together with all amendments, the "Schedule 13D"), with respect to the Class A Common Stock of the Issuer. Except as set forth herein, the Schedule 13D is unmodified and remains in full force and effect. Capitalized terms used herein and not otherwise defined in this Amendment No. 12 have the meanings set forth in the Schedule 13D. The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety as follows:
The information set forth in Rows 11 and 13 of the cover pages hereto is incorporated herein by reference.
The reported securities consist of 780,727 shares of Class A Common Stock issuable upon conversion of 14,053,096 shares of Preferred Stock of the Issuer and 2,927,727 shares of Class A Common Stock issuable upon exercise of Exercisable Warrants (as defined in Item 5 below), all of which are directly held by Carvana Group, LLC. As the sole manager of Carvana Group, LLC, Carvana Co. Sub LLC may be deemed to share beneficial ownership of the reported securities directly held by Carvana Group, LLC, and as the sole member of Carvana Co. Sub LLC, Carvana Co. may be deemed to share beneficial ownership of the reported securities directly held by Carvana Group, LLC.
Each holder of Preferred Stock will have the right, at its option, to convert its Preferred Stock, in whole or in part, into a number of fully paid and non-assessable shares of Class A Common Stock determined in accordance with the then-effective Conversion Rate. The "Conversion Rate" is equal to the Liquidation Preference divided by the Conversion Price. The Conversion Price is subject to customary adjustments, including in the event of any stock split, reverse stock split, stock dividend, recapitalization or similar events.
Carvana Group, LLC holds five tranches of warrants of the Issuer (the "Warrants"), which expire September 1, 2027, and have exercise prices of $180.00 to $540.00, as adjusted pursuant to the one-for-eighteen reverse stock split effected by the Issuer on August 12, 2022. Tranche 1 of the Warrants, representing the right to purchase 1,435,820 shares of Class A Common Stock at an exercise price of $180.00, became exercisable on September 1, 2025, upon both achievement of certain insurance sales metrics through the integrated automobile insurance solution for Carvana Group, LLC's online car buying platform (the "Integrated Platform") and the expiration of certain short-term warrants held by Carvana Group, LLC (the "Tranche 1 Warrants"). Tranche 2 of the Warrants, representing the right to purchase 1,491,907 shares of Class A Common Stock at an exercise price of $225.00 became exercisable on February 28, 2026, also upon achivement of certain insurance sales metrics through the Integrated Platform (the "Tranche 2 Warrants" and together with the Tranche 1 Warrants, the "Exercisable Warrants"). The remaining three tranches of Warrants are also subject to certain conditions to exercise, including relating to the achievement of additional defined milestones tied to insurance sales through the Integrated Platform.
As a result of their beneficial ownership of the Preferred Stock and the Exercisable Warrants, the Reporting Persons may be deemed to beneficially own an aggregate of 3,708,454 shares of Class A Common Stock, which represents approximately 21.2% of the outstanding shares of the Issuer's Class A Common Stock, as calculated pursuant to Rule 13d-3 of the Act, although on a fully-diluted and as-converted basis, such aggregate amount represents approximately 19.3% of the total Common Stock of the Issuer. Such aggregate amount of shares of Class A Common Stock includes 780,727 shares that would be received upon conversion of the Preferred Stock and 2,927,727 shares that would be received upon the exercise of the Exercisable Warrants. |
