Claire McDonough - 15 Nov 2023 Form 4 Insider Report for Rivian Automotive, Inc. / DE (RIVN)

Role
Chief Financial Officer
Signature
/s/ Jamie Chung, Attorney-in-fact
Issuer symbol
RIVN
Transactions as of
15 Nov 2023
Net transactions value
-$84,952
Form type
4
Filing time
17 Nov 2023, 20:00:15 UTC
Previous filing
19 Sep 2023
Next filing
20 Feb 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RIVN Class A Common Stock Tax liability $29,186 -1,727 -0.97% $16.90 176,295 15 Nov 2023 Direct F1, F2, F3
transaction RIVN Class A Common Stock Sale $55,766 -3,265 -1.9% $17.08 173,030 16 Nov 2023 Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 1,727 shares of Class A Common Stock were withheld by the Company for the purposes of satisfying tax withholding obligations in connection with the vesting of 4,992 Restricted Stock Units on November 15, 2023.
F2 The closing price of the Company's Class A Common Stock on November 14, 2023.
F3 The shares of Class A Common Stock beneficially owned by the Reporting Person following the transactions reported on this Form 4 are subject to a lock-up agreement (the "Lock-Up Agreement") between the Reporting Person and Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC, dated October 5, 2023 (the "Lock-up Date") pursuant to which the shares of Class A Common Stock reported herein cannot be sold for 60 days following the Lock-up Date, subject to certain enumerated exceptions in the Lock-Up Agreement.
F4 The sale reported in this transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 14, 2023. The sale was made under an exception to the restrictions under the Lock-Up Agreement for an "Existing Trading Plan" (as defined therein).