AMAZON COM INC - 09 Nov 2021 Form 3 Insider Report for Rivian Automotive, Inc. / DE (RIVN)

Role
Director, 10%+ Owner
Signature
/s/ David A. Zapolsky, Senior Vice President
Issuer symbol
RIVN
Transactions as of
09 Nov 2021
Net transactions value
$0
Form type
3
Filing time
09 Nov 2021, 19:49:45 UTC
Previous filing
06 Oct 2021
Next filing
12 Nov 2021
SEC
View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding RIVN Series A Preferred Stock 09 Nov 2021 Class A Common Stock 86,186,650 See footnote F1, F2
holding RIVN Series D Preferred Stock 09 Nov 2021 Class A Common Stock 30,714,819 See footnote F1, F2
holding RIVN Series E Preferred Stock 09 Nov 2021 Class A Common Stock 27,437,057 See footnote F1, F2
holding RIVN Series F Preferred Stock 09 Nov 2021 Class A Common Stock 4,070,557 See footnote F1, F2
holding RIVN Warrant (Right to Purchase) 09 Nov 2021 Series C Preferred Stock 3,723,050 $9.09 See footnote F1, F3
holding RIVN Convertible Notes 09 Nov 2021 Class A Common Stock $490,000,000 See footnote F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Amazon.com NV Investment Holdings LLC, a wholly-owned subsidiary of Amazon.com, Inc. ("Amazon"), is the record holder of the securities listed in this Form 3.
F2 Upon the closing of the Issuer's initial public offering, each share of Series A Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock (collectively, the "Preferred Stock") will automatically convert into one share of the Issuer's Class A common stock, par value $0.001 per share (the "Class A Common Stock"), on a one-for-one basis. The shares of Preferred Stock have no expiration date.
F3 Upon the closing of the Issuer's initial public offering, the warrant to purchase Series C Preferred Stock will automatically convert into a warrant to purchase an equivalent number of Class A Common Stock at the same exercise price.
F4 Upon the closing of the Issuer's initial public offering, the Convertible Notes will automatically convert into shares of Class A Common Stock at a conversion price equal to the lesser of: (i) $71.03 and (ii) the product of (x) the initial public offering price per share multiplied by (y) the applicable discount rate determined by reference to the time of conversion (0.85 until December 31, 2021).

Remarks:

Peter Krawiec, a Senior Vice President of Worldwide Corporate and Business Development of Amazon, is a member of the Issuer's board of directors. He was initially elected as a designee of Amazon.com NV Investment Holdings LLC.