0001193125-22-025835.txt : 20220202 0001193125-22-025835.hdr.sgml : 20220202 20220202165559 ACCESSION NUMBER: 0001193125-22-025835 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220202 DATE AS OF CHANGE: 20220202 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Rivian Automotive, Inc. / DE CENTRAL INDEX KEY: 0001874178 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-93085 FILM NUMBER: 22584443 BUSINESS ADDRESS: STREET 1: 14600 MYFORD ROAD CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: (888) 748-4261 MAIL ADDRESS: STREET 1: 14600 MYFORD ROAD CITY: IRVINE STATE: CA ZIP: 92618 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMAZON COM INC CENTRAL INDEX KEY: 0001018724 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 911646860 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 410 TERRY AVENUE NORTH CITY: SEATTLE STATE: WA ZIP: 98109 BUSINESS PHONE: 2062661000 MAIL ADDRESS: STREET 1: 410 TERRY AVENUE NORTH CITY: SEATTLE STATE: WA ZIP: 98109 SC 13G 1 d281527dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

Rivian Automotive, Inc.

(Name of Issuer)

Class A common stock, par value $0.001 per share

(Title of Class of Securities)

76954A103

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 76954A103

 

  1.    

  Names of Reporting Persons

 

  Amazon.com, Inc.

  2.  

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☐

 

  3.  

  SEC Use Only

 

  4.  

  Citizenship or Place of Organization

 

  Delaware

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

    5.     

  Sole Voting Power*

 

  162,086,884

   6.   

  Shared Voting Power

 

  0

   7.   

  Sole Dispositive Power*

 

  162,086,884

   8.   

  Shared Dispositive Power

 

  0

  9.    

  Aggregate Amount Beneficially Owned by Each Reporting Person*

 

  162,086,884

10.  

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

  ☐

11.  

  Percent of Class Represented by Amount in Row (9)*

 

  18.1%

12.  

  Type of Reporting Person (See Instructions)

 

  CO

 

*

See Item 4 below.

 

Page 2 of 5

Item 1.

 

    (a)  

Name of Issuer

 

Rivian Automotive, Inc.

    (b)  

Address of Issuer’s Principal Executive Offices

 

14600 Myford Road

Irvine, California 92606

 

Item 2.

 

    (a)  

Name of Person(s) Filing

 

Amazon.com, Inc.

    (b)  

Address of Principal Business Office or, if none, Residence

 

410 Terry Avenue North

Seattle, Washington 98109

    (c)  

Citizenship

 

Delaware

    (d)  

Title of Class of Securities

 

Class A common stock, par value $0.001 per share

    (e)  

CUSIP Number

 

76954A103

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned: 162,086,884*

 

(b)

Percentage of class: 18.1%*

 

(c)

Number of shares as to which the person has:

 

  (i)

Sole power to vote or direct the vote: 162,086,884

 

  (ii)

Shared power to vote or direct the vote: 0

 

  (iii)

Sole power to dispose or to direct the disposition of: 162,086,884

 

  (iv)

Shared power to dispose or to direct the disposition of: 0

 

*

Includes a warrant (the “Warrant”) to purchase an aggregate of 3,723,050 shares of Class A common stock, par value $0.001 (“Class A common stock”) that Rivian Automotive, Inc. (the “Issuer”) issued to Amazon.com NV Investment Holdings LLC (“NV Holdings”), a wholly-owned subsidiary of Amazon.com, Inc. (“Amazon”). NV Holdings is the record holder of the shares of Class A common stock. Amazon has sole voting and investment power with respect to the Issuer’s securities held by NV Holdings.

The percent of class beneficially owned by Amazon was calculated assuming 892,492,358 shares of Class A common stock of the Issuer outstanding as of December 13, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2021, filed with the Securities and Exchange Commission on December 17, 2021, plus 3,723,050 shares of Class A common stock issuable upon exercise of the Warrant as of December 31, 2021.

 

Page 3 of 5

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  ☐.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

Not applicable.

 

Item 9.

Notice of Dissolution of Group

Not applicable.

 

Item 10.

Certification

Not applicable.

 

Page 4 of 5

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 2, 2022

 

AMAZON.COM, INC.
By:  

/s/ David A. Zapolsky

  David A. Zapolsky
  Senior Vice President

 

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