Robert J. Scaringe - Nov 9, 2021 Form 3 Insider Report for Rivian Automotive, Inc. / DE (RIVN)

Role
Chief Executive Officer, Director
Signature
/s/ Neil Sitron, Attorney-in-Fact
Stock symbol
RIVN
Transactions as of
Nov 9, 2021
Transactions value $
$0
Form type
3
Date filed
11/9/2021, 08:17 PM
Next filing
Nov 17, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding RIVN Class A Common Stock 4.34M Nov 9, 2021 By Trust
holding RIVN Class A Common Stock 4.6K Nov 9, 2021 By LLC

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 Class B Common Stock Nov 9, 2021 Class A Common Stock 7.83M $0.00 By LLC F1
holding RIVN Stock Option Nov 9, 2021 Class A Common Stock 8.7M $2.63 Direct F2
holding RIVN Stock Option Nov 9, 2021 Class A Common Stock 1M $3.36 Direct F3
holding RIVN Stock Option Nov 9, 2021 Class A Common Stock 27.1M $21.72 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Class B Common Stock is convertible at any time at the option of the holder into the Issuer's Class A Common Stock on a one-to-one basis. The Class B Common Stock will automatically convert into shares of the Issuer's Class A Common Stock on a one-to-one basis upon the earliest of (a) a date fixed by the Issuer's board of directors that is not less than 60 days nor more than 180 days following the death or disability of the Reporting Person, (b) the five year anniversary of the date of the closing of the Issuer's initial public offering ("IPO") and (c) the date fixed by the Issuer's board of directors that is no less than 61 days and no more than 180 days following the date that the number of outstanding shares of Class B Common Stock represents less than 30% of the shares of Class B Common Stock outstanding immediately following the IPO.
F2 The stock option is vested and exercisable as to 62.5% of the underlying shares and the remaining shares will vest and become exercisable as to 12.5% of the underlying shares on each of February 24, 2022, August 14, 2022 and February 14, 2023.
F3 The stock option vests upon the completion of the 5,000th production vehicle by the Issuer and its subsidiaries.
F4 The stock option vests as to (i) 6,785,315 shares underlying the stock option in 6 substantially equal annual installments beginning on the first anniversary of the Issuer's IPO and (ii) 20,355,946 shares underlying the stock option vest subject to the per share price of the Issuer's Class A Common Stock exceeding various thresholds.

Remarks:

Exhibit 24 - Power of Attorney.