Chief Executive Officer Scaringe Robert J disposed of 4,002,859 shares and converted options into 3,912,500 shares, decreasing direct ownership by 6% to 1,395,050 units (SEC Form 4)
$RIVN
Auto Manufacturing
Consumer Discretionary
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a 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). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Rivian Automotive, Inc. / DE [ RIVN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/09/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 07/09/2025 | J(1) | 88,061 | D | $0 | 1,395,050 | D | |||
| Class A Common Stock | 07/09/2025 | C(1)(2) | 3,912,500 | A | (3) | 3,917,095 | I | By LLC | ||
| Class A Common Stock | 07/09/2025 | J(1) | 3,914,798 | D | $0 | 2,297 | I | By LLC | ||
| Class A Common Stock | 2,632,766 | I | By Trust | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | $0 | 07/09/2025 | C(1)(2) | 3,912,500 | (3) | (3) | Class A Common Stock | 3,912,500 | $0 | 3,912,500 | I | By LLC | |||
| Stock Option | $2.6282 | 07/09/2025 | J(1) | 3,642,631 | (4) | 03/15/2029 | Class A Common Stock | 3,642,631 | $0 | 3,642,631 | D | ||||
| Stock Option | $3.3636 | 07/09/2025 | J(1) | 500,000 | (4) | 07/08/2029 | Class A Common Stock | 500,000 | $0 | 500,000 | D | ||||
| Stock Option | $21.72 | 07/09/2025 | J(1) | 1,863,133 | (5) | 01/19/2031 | Class A Common Stock | 1,863,133 | $0 | 25,278,128 | D | ||||
| Explanation of Responses: |
| 1. Represents securities transferred to the Reporting Person's former spouse pursuant to a divorce settlement. The securities owned by the former spouse are not beneficially owned by the Reporting Person. |
| 2. Upon transfer to the Reporting Person's former spouse, the shares of Class B Common Stock automatically converted into shares of the Issuer's Class A Common Stock. |
| 3. The Class B Common Stock is convertible at any time at the option of the holder into the Issuer's Class A Common Stock on a one-to-one basis. The Class B Common Stock will automatically convert into shares of the Issuer's Class A Common Stock on a one-to-one basis upon the earliest of (a) a date fixed by the Issuer's board of directors that is not less than 60 days nor more than 180 days following the death or disability of the Reporting Person, (b) the five year anniversary of the date of the closing of the Issuer's initial public offering ("IPO") and (c) the date fixed by the Issuer's board of directors that is no less than 61 days and no more than 180 days following the date that the number of outstanding shares of Class B Common Stock represents less than 30% of the shares of Class B Common Stock outstanding immediately following the IPO. |
| 4. The stock option is fully vested and exercisable. |
| 5. The stock option grant has vested, or will vest, with respect to the original grant relating to 27,141,261 shares of Class Common Stock, as to (i) 6,785,315 shares underlying the stock option in 6 substantially equal annual installments beginning on the first anniversary of the Issuer's IPO and (ii) 20,355,946 shares underlying the stock option based on the per share price of the Issuer's Class A Common Stock exceeding various thresholds. |
| Remarks: |
| /s/ Jamie Chung, Attorney-in-Fact | 07/11/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||