Amazon Com Inc - Nov 9, 2021 Form 3 Insider Report for Rivian Automotive, Inc. / DE (RIVN)

Role: Director, 10%+ Owner
Signature: /s/ David A. Zapolsky, Senior Vice President
Stock symbol: RIVN
Transactions as of: Nov 9, 2021
Transactions value $: $0
Form type: 3
Date filed: 11/9/2021, 07:49 PM
Previous filing: Oct 6, 2021
Next filing: Nov 12, 2021
SEC: View on sec.gov

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

Type	Sym	Class	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	RIVN	Series A Preferred Stock	Nov 9, 2021	Class A Common Stock	86.2M		See footnote	F1, F2
holding	RIVN	Series D Preferred Stock	Nov 9, 2021	Class A Common Stock	30.7M		See footnote	F1, F2
holding	RIVN	Series E Preferred Stock	Nov 9, 2021	Class A Common Stock	27.4M		See footnote	F1, F2
holding	RIVN	Series F Preferred Stock	Nov 9, 2021	Class A Common Stock	4.07M		See footnote	F1, F2
holding	RIVN	Warrant (Right to Purchase)	Nov 9, 2021	Series C Preferred Stock	3.72M	$9.09	See footnote	F1, F3
holding	RIVN	Convertible Notes	Nov 9, 2021	Class A Common Stock	$490M		See footnote	F1, F4

Showing 1 to 6 of 6 entries

* 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.