CVNA 2019 Proxy Statement

- 37 - Class B Units (2) — — — — 116,667 3,052,942 — — Class B Units (3) — — — — 50,000 1,064,500 — — Class B Units (4) — — — — 15,000 319,350 — — Class B Units (5) — — — — 41,667 848,198 — — Class B Units (6) — — — — 126,667 1,794,618 — — Benjamin Huston: — 14,989 (8) 44.21 7/28/2028 13,113 (9) 428,926 13,662 (10) 446,884 Class B Units (3) — — — — 50,000 1,064,500 — — Class B Units (4) — — — — 15,000 319,350 — — Class B Units (5) — — — — 41,667 848,198 — — Class B Units (6) — — — — 126,667 1,794,618 — — Ryan Keeton: 13,190 (8) 44.21 7/28/2028 11,540 (9) 377,473 12,022 (10) 393,240 Class B Units (3) — — — — 25,000 532,250 — — Class B Units (4) — — — — 7,500 159,675 — — Class B Units (5) — — — — 10,417 212,048 — — Class B Units (6) — — — — 47,500 672,980 — — Daniel Gill: — 13,190 (8) 44.21 7/28/2028 11,540 (9) 377,473 12,022 (10) 393,240 Class B Units (7) — — — — 200,000 5,233,600 — — Class B Units (4) — — — — 10,667 227,093 — — Class B Units (5) — — — — 10,417 212,048 — — Class B Units (6) — — — — 47,500 672,980 — — (1) Amounts were determined based on the closing price of Carvana Co.’s Class A common stock on December 31, 2018, of $32.71 and the applicable participation thresholds of our B1 Units (as defined below), B2 Units (as defined below), B3 Units (as defined below) and B4 Units (as defined below). These values may not reflect the value actually realized by the named executive officers upon vesting. (2) These Class B Units (the “B1 Units”) were granted on March 24, 2015, with a participation threshold of $0.00; 200,000 of which vested on July 1, 2015, and 16,667 of which vest on the first of each month beginning on August 1, 2015. (3) These Class B Units (the “B2 Units”) were granted on March 24, 2015, with a participation threshold of $4.878; 20% vested on March 1, 2016, and the remaining amount vests in 48 equal monthly installments on the first of each month thereafter. (4) These B2 Units were granted on January 29, 2016, with a participation threshold of $4.878; 20% vested on March 1, 2016, and the remaining amount vests in 48 equal monthly installments on the first of each month thereafter. (5) These Class B Units (the “B3 Units”) were granted on October 21, 2016, with a participation threshold of $5.8114; 20% vested on January 1, 2017, and the remaining amount vests in 48 equal monthly installments on the first of each month thereafter. (6) These Class B Units (the “B4 Units”) were granted on April 27, 2017, with a participation threshold of $12.000; 20% vest on February 1, 2018, and the remaining amount vests in 48 equal monthly installments on the first of each month thereafter. (7) These B1 Units were granted on March 24, 2015, with a participation threshold of $0.00; 20% vested on March 1, 2016, and the remaining amount vests in 48 equal monthly installments on the first of each month thereafter. (8) These options vest 25% on April 1, 2019, and the remaining amount vests in 36 equal monthly installments on the first of each month thereafter. (9) These RSUs vest 25% on April 1, 2019, and the remaining amount vests in 36 equal monthly installments on the first of each month thereafter. (10) These performance-contingent RSUs vest on the date Carvana files a periodic report (i.e., Form 10-Q or Form 10-K) with the SEC reflecting positive EBITDA for a calendar quarter.