S-8 1 rivian2022registrationstat.htm S-8 Document

As filed with the Securities and Exchange Commission on March 31, 2022

Registration No. 333-            
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Rivian Automotive, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 47-3544981
(State or other jurisdiction of
Incorporation or organization)
 
(I.R.S. Employer
Identification No.)
14600 Myford Road
Irvine, California 92606
(888) 748-4261
(Address of principal executive offices) (Zip code)

RIVIAN AUTOMOTIVE, INC. 2021 INCENTIVE AWARD PLAN
RIVIAN AUTOMOTIVE, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
Robert J. Scaringe
Chief Executive Officer
Rivian Automotive, Inc.
14600 Myford Road
Irvine, California 92606
(888) 748-4261
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
With copies to:
Marc D. Jaffe, Esq.Neil M. Sitron, Esq.
Tad J. Freese, Esq.General Counsel
Alison A. Haggerty, Esq.Rivian Automotive, Inc.
Latham & Watkins LLP14600 Myford Road
1271 Avenue of the AmericasIrvine, California 92606
New York, New York 10020(888) 748-4261
(212) 906-1200
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 
Large accelerated filer☐
Accelerated filer
☐
Non-accelerated filer
☒
Smaller reporting company
☐
Emerging growth company
☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act ☐ .
 


EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 45,018,712 shares of Rivian Automotive, Inc.’s (the “Registrant”) Class A common stock to be issued pursuant to the Rivian Automotive, Inc. 2021 Incentive Award Plan (the “2021 Plan”) and an additional 9,003,742 shares of the Registrant’s Class A common stock to be issued pursuant to the Rivian Automotive, Inc. 2021 Employee Stock Purchase Plan (the “2021 ESPP”) and for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plans is effective.
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8
    The contents of the Registration Statement on Form S-8 (File No. 333-260943), filed with the Securities and Exchange Commission, relating to the 2021 Plan and the 2021 ESPP, are incorporated herein by reference.

 



SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on March 31, 2022.

RIVIAN AUTOMOTIVE, INC.
By:
/s/ Robert J. Scaringe
Robert J. Scaringe
Chief Executive Officer, Chairman of the Board of Directors
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. 

SignatureTitleDate
/s/ Robert J. Scaringe
Chief Executive Officer, Chairman of the Board of Directors
March 31, 2022
Robert J. Scaringe(Principal Executive Officer)
/s/ Claire McDonough
Chief Financial Officer
March 31, 2022
Claire McDonough(Principal Financial Officer)
/s/ Jeffrey R. BakerChief Accounting OfficerMarch 31, 2022
Jeffrey R. Baker(Principal Accounting Officer)
/s/ Karen BooneDirectorMarch 31, 2022
Karen Boone
/s/ Sanford SchwartzDirectorMarch 31, 2022
Sanford Schwartz
/s/ Rose MarcarioDirectorMarch 31, 2022
Rose Marcario
/s/ Peter KrawiecDirectorMarch 31, 2022
Peter Krawiec
/s/ Jay FlatleyDirectorMarch 31, 2022
Jay Flatley
/s/ Pamela Thomas-GrahamDirectorMarch 31, 2022
Pamela Thomas-Graham