Amazon Com Inc - Nov 10, 2021 Form 4 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 10, 2021
Transactions value $: -$290,000,044
Form type: 4
Date filed: 11/12/2021, 03:11 PM
Previous filing: Nov 9, 2021
Next filing: Nov 23, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RIVN	Class A Common Stock	Conversion of derivative security		+86.2M			86.2M	Nov 10, 2021	See footnote	F1, F2
transaction	RIVN	Class A Common Stock	Conversion of derivative security		+30.7M	+35.64%		117M	Nov 10, 2021	See footnote	F1, F2
transaction	RIVN	Class A Common Stock	Conversion of derivative security		+27.4M	+23.47%		144M	Nov 10, 2021	See footnote	F1, F2
transaction	RIVN	Class A Common Stock	Conversion of derivative security		+4.07M	+2.82%		148M	Nov 10, 2021	See footnote	F1, F2
transaction	RIVN	Class A Common Stock	Conversion of derivative security		+7.39M	+4.98%		156M	Nov 10, 2021	See footnote	F1, F4
transaction	RIVN	Class A Common Stock	Award	$200M	+2.56M	+1.65%	$78.00	158M	Nov 10, 2021	See footnote	F1

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
transaction	RIVN	Series A Preferred Stock	Conversion of derivative security	$0	-86.2M	-100%	$0.00^*	0	Nov 10, 2021	Class A Common Stock	86.2M		See footnote	F1, F2
transaction	RIVN	Series D Preferred Stock	Conversion of derivative security	$0	-30.7M	-100%	$0.00^*	0	Nov 10, 2021	Class A Common Stock	30.7M		See footnote	F1, F2
transaction	RIVN	Series E Preferred Stock	Conversion of derivative security	$0	-27.4M	-100%	$0.00^*	0	Nov 10, 2021	Class A Common Stock	27.4M		See footnote	F1, F2
transaction	RIVN	Series F Preferred Stock	Conversion of derivative security	$0	-4.07M	-100%	$0.00^*	0	Nov 10, 2021	Class A Common Stock	4.07M		See footnote	F1, F2
transaction	RIVN	Warrant (Right to Purchase)	Conversion of derivative security		-3.72M	-100%		0	Nov 10, 2021	Series C Preferred Stock	3.72M	$9.09	See footnote	F1, F3
transaction	RIVN	Warrant (Right to Purchase)	Conversion of derivative security		+3.72M			3.72M	Nov 10, 2021	Class A Common Stock	3.72M	$9.09	See footnote	F1, F3
transaction	RIVN	Convertible Notes	Conversion of derivative security	-$490M				0	Nov 10, 2021	Class A Common Stock	7.39M	$66.30	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 4.
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") automatically converted into one share of the Issuer's Class A common stock, par value $0.001 per share (the "Class A Common Stock"). The shares of Preferred Stock had no expiration date.
F3	Upon the closing of the Issuer's initial public offering, the warrant to purchase Series C Preferred Stock automatically converted 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 automatically converted 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 of $78.00 multiplied by (y) the applicable discount rate determined by reference to the time of conversion (0.85).