0001104659-25-013112.txt : 20250213 0001104659-25-013112.hdr.sgml : 20250213 20250213190720 ACCESSION NUMBER: 0001104659-25-013112 CONFORMED SUBMISSION TYPE: SCHEDULE 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20250213 DATE AS OF CHANGE: 20250213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Rivian Automotive, Inc. / DE CENTRAL INDEX KEY: 0001874178 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-93085 FILM NUMBER: 25622322 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: VOLKSWAGEN AG CENTRAL INDEX KEY: 0001111708 ORGANIZATION NAME: FILING VALUES: FORM TYPE: SCHEDULE 13G/A BUSINESS ADDRESS: STREET 1: 38436 WOLFSBURG GERMANY STREET 2: 38436 WOLFSBURG GERMANY CITY: GERMANY MAIL ADDRESS: STREET 1: VOLKSWAGEN AG STREET 2: 38436 WOLFSBURG GERAMY SCHEDULE 13G/A 1 primary_doc.xml SCHEDULE 13G/A 0001104659-24-106776 0001111708 XXXXXXXX LIVE 1 Class A common stock, par value $0.001 per share 12/03/2024 0001874178 Rivian Automotive, Inc. / DE 76954A103 14600 MYFORD ROAD Irvine CA 92618 Rule 13d-1(c) Volkswagen AG 2M 0.00 95377269.00 0.00 95377269.00 95377269.00 N 8.6 HC CO The reported securities consist of 95,377,269 shares of Class A common stock directly beneficially owned by Volkswagen International America Inc., a wholly-owned subsidiary of Volkswagen AG. Volkswagen International America Inc. DE 0.00 95377269.00 0.00 95377269.00 95377269.00 N 8.6 CO Rivian Automotive, Inc. / DE 14600 Myford Rd. Irvine, CA, 92606 This Amendment No. 1 to the Schedule 13G initially filed on October 7, 2024 (this "Schedule 13G/A") is being filed by the follow entities (collectively, the "Reporting Persons"): (i) Volkswagen AG; and (ii) Volkswagen International America Inc. ("VIA") (i) The address of the principal business office of Volkswagen AG is: Volkswagen AG, Berliner Ring 2, 38440 Wolfsburg, Germany (ii) The address of the principal business office of VIA is: Volkswagen International America Inc., c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, DE 19801 (i) Volkswagen AG: Germany (ii) VIA: Delaware Y The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. Each of the Reporting Persons may be deemed the beneficial owner of 95,377,269 shares of Class A common stock, par value $0.001 per share, of Rivian Automotive, Inc. (the "Common Stock") held by VIA, which is a wholly-owned subsidiary of Volkswagen AG. The shares of Common Stock that are the subject of this Schedule 13G/A were issued by Rivian Automotive, Inc. (the "Company") to VIA pursuant to the terms of a Senior Convertible Promissory Note, dated as of June 26, 2024, in the aggregate principal amount of $1,000,000,000 (the "Convertible Note"). (i) Volkswagen AG - 8.6% (ii) VIA - 8.6% The percent of class beneficially owned by the Reporting Persons set forth in this Schedule 13G/A was calculated based on 1,012,845,465 shares of Common Stock outstanding as of October 24, 2024, as reported in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024, filed with the Securities and Exchange Commission on November 7, 2024, plus the 95,377,269 shares of Common Stock issued upon automatic conversion of the Convertible Note on December 3, 2024. (i) Volkswagen AG - 0 (ii) VIA - 0 (i) Volkswagen AG - 95,377,269 (ii) VIA - 95,377,269 (i) Volkswagen AG - 0 (ii) VIA - 0 (i) Volkswagen AG - 95,377,269 (ii) VIA - 95,377,269 Y Y N This Schedule 13G/A relates to the shares of Common Stock directly beneficially owned by VIA. Volkswagen AG is the parent organization of VIA. Y Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. Joint Filing Agreement dated October 7, 2024, entered into by the Reporting Persons (incorporated by reference to Exhibit A to the Schedule 13G filed by the Reporting Persons on October 7, 2024 (SEC File No. 005-93085)). https://www.sec.gov/Archives/edgar/data/1111708/000110465924106776/tm2425403d1_ex99-1.htm. Volkswagen AG /s/ Philip Haarmann 02/13/2025 /s/ Rolf Woller 02/13/2025 Volkswagen International America Inc. /s/ Christopher McGee 02/13/2025 /s/ Lauren Kincaid 02/13/2025