UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934*

(Amendment No. 2)*

 

Carvana Co.

(Name of Issuer)

 
Class A Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

 
146869102

(CUSIP Number)

 
September 30, 2024
(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)
     
  ☐ Rule 13d-1(c)
     
  ☐ Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

CUSIP No. 146869102   Page 2 of 9

 

1

NAME OF REPORTING PERSONS
CAS Investment Partners, LLC

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 46-0901365

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3 SEC USE ONLY  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware, United States of America

  

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY

EACH
REPORTING

PERSON
WITH:

 5

SOLE VOTING

6,453,594(1)

  
6

SHARED VOTING POWER

0

  
7

SOLE DISPOSITIVE POWER

6,453,594(1)

  
8

SHARED DISPOSITIVE POWER

0

  
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,453,594(1)

  
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

5.0%(1)(2)

  
12

TYPE OF REPORTING PERSON

IA, OO

  
         

 

(1)As of September 30, 2024, Sosin Master, L.P. (“Sosin Master”) owned 3,901,594 shares of Common Stock of the Issuer and CSWR Partners, L.P. (“CSWR”) owned 2,552,000 shares of Common Stock of the Issuer. CAS Investment Partners, LLC is the investment manager of Sosin Master and CSWR and has been fully delegated the power to vote and dispose or direct the disposition of all the shares of Common Stock owned by Sosin Master and CSWR.

 

(2)Based on a total of 128,510,301 shares outstanding as of October 28, 2024, as set forth in the Issuer’s most recent Form 10-Q, filed October 30, 2024.

 

 

 

 

CUSIP No. 146869102   Page 3 of 9

 

1

NAME OF REPORTING PERSONS
Clifford Sosin†

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN:

  
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

3 SEC USE ONLY  
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

  

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY

EACH
REPORTING

PERSON
WITH:

 5

SOLE VOTING

6,453,594(1)

  
6

SHARED VOTING POWER

0

  
7

SOLE DISPOSITIVE POWER

6,453,594(1)

  
8

SHARED DISPOSITIVE POWER

0

  
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

6,453,594(1)

  
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

5.0%(1)(2)

  
12

TYPE OF REPORTING PERSON

IN; HC

  
         

 

(1)As of September 30, 2024, Sosin Master owned 3,901,594 shares of Common Stock of the Issuer and CSWR owned 2,552,000 shares of Common Stock of the Issuer. CAS Investment Partners, LLC is the investment manager of Sosin Master and CSWR and has been fully delegated the power to vote and dispose or direct the disposition of all the shares of Common Stock owned by Sosin Master and CSWR. Clifford Sosin is the Managing Member of CAS Investment Partners, LLC.

 

(2)Based on a total of 128,510,301 shares outstanding as of October 28, 2024, as set forth in the Issuer’s most recent Form 10-Q, filed October 30, 2024.

 

† Mr. Sosin disclaims beneficial ownership of the shares of Common Stock.

 

 

 

 

CUSIP No. 146869102   Page 4 of 9

 

Item 1(a).   Name of Issuer:                                                        
    Carvana Co.
     
Item 1(b).   Address of Issuer’s Principal Executive Offices:  
    300 E. Rio Salado Parkway, Tempe, Arizona 85281
     
Item 2(a).  

Name of Person Filing:

This Schedule 13G/A is being filed with respect to an aggregate of 6,453,594 shares of Common Stock of the Issuer which are beneficially owned by CAS Investment Partners, LLC as the investment manager of Sosin Master and CSWR with the power to vote and dispose or direct the disposition of all securities owned by Sosin Master and CSWR. CAS Investment Partners, LLC is an investment adviser registered with the Securities Exchange Commission under the Investment Advisers Act of 1940, as amended. Clifford Sosin is the Managing Member of CAS Investment Partners, LLC and disclaims beneficial ownership of any securities covered by this Schedule 13G for the purposes of Section 13(d) or 13(g) of the Act or any other purpose.

 

Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purpose of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.

     
Item 2(b).   Address of Principal Business Office or, if None, Residence:
   

8 Wright Street, Floor 1

Westport, CT 06880

     
Item 2(c).   Citizenship:
    See Item 4 on the cover pages hereto.
     
Item 2(d).   Title of Class of Securities:
    Class A Common Stock, Par Value $0.001 Per Share (“Common Stock”)
     
Item 2(e).   CUSIP Number: 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).
       
  (b) ☐ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
       
  (c) ☐ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
       
  (d) ☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
       
  (e) ☒ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
  (f) ☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
  (g) ☒ A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G);
  (h) ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
  (i) ☐

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

 

  (j) ☐ Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

 

 

CUSIP No. 146869102   Page 5 of 9

 

Item 4. Ownership.

 

  Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
   
  (a) Amount beneficially owned:
    See Item 9 on the cover page(s) hereto.
     
  (b) Percent of class:
    See Item 11 on the cover page(s) hereto.
     
  (c) Number of shares as to which such person has:
     
    (i) Sole power to vote or to direct the vote:  
      See Item 5 on the cover page(s) hereto.
       
    (ii) Shared power to vote or to direct the vote:
      See Item 6 on the cover page(s) hereto.
       
    (iii) Sole power to dispose or to direct the disposition of:
      See Item 7 on the cover page(s) hereto.
       
    (iv) Shared power to dispose or to direct the disposition of 0
      See Item 8 on the cover page(s) hereto.

 

 

 

 

CUSIP No. 146869102   Page 6 of 9

 

Item 5. Ownership of Five Percent or Less of a Class.
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐
   
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
  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.
  Not applicable
   
Item 8. Identification and Classification of Members of the Group.
  Not applicable.
   
Item 9. Notice of Dissolution of Group.
  Not applicable

 

 

 

 

CUSIP No. 146869102   Page 7 of 9

 

Item 10. Certification.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

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.

 

 

CAS INVESTMENT PARTNERS, LLC
   
  Date: November 14, 2024
     
  By: /s/ Clifford Sosin
  Name: Clifford Sosin
  Title: Managing Member
   
  Clifford Sosin
   
 

Date:

November 14, 2024
   
  By: /s/ Clifford Sosin

 

 

 

 

Page 8 of 9

 

EXHIBIT INDEX

 

EXHIBIT 1:Joint Filing Agreement (filed herewith):

 

 

 

 

CAS Investment Partners, LLC Schedule 13G/A

Page 9 of 9

 

EXHIBIT 1

 

JOINT ACQUISITION STATEMENT

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate. 

 

 

CAS INVESTMENT PARTNERS, LLC
  Date: November 14, 2024
     
  By: /s/ Clifford Sosin
  Name: Clifford Sosin
  Title: Managing Member
   
  Clifford Sosin
 

Date:

November 14, 2024
   
  /s/ Clifford Sosin

 

 

 

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