New insider Callahan Michael John claimed ownership of 930,753 shares (SEC Form 3)
$RIVN
Auto Manufacturing
Industrials
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/11/2025 |
3. Issuer Name and Ticker or Trading Symbol
Rivian Automotive, Inc. / DE [ RIVN ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Common Stock | 930,753(1) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option | (2) | 03/20/2033 | Class A Common Stock | 1,025,116 | $13.02 | D | |
| Stock Option | (3) | 05/13/2034 | Class A Common Stock | 264,086 | $10.9 | D | |
| Stock Option | (4) | 04/21/2035 | Class A Common Stock | 696,866 | $11.15 | D | |
| Explanation of Responses: |
| 1. Consists of: (i) 203,685 shares resulting from previously vested Restricted Stock Units ("RSUs"), (ii) 5,842 shares purchased pursuant to the Issuer's 2021 Employee Stock Purchase Plan, and (iii) 721,226 unvested RSUs. Of the aggregate 721,226 unvested RSUs: (i) 224,245 of such unvested RSUs will vest over the next seven quarterly anniversaries after May 15, 2025, (ii) 148,548 of such unvested RSUs will vest over the next twelve quarterly anniversaries after May 15, 2025, and (iii) 348,433 of such unvested RSUs will vest over the next sixteen quarterly anniversaries after May 15, 2025. Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock and has no expiration date. |
| 2. The stock option vests annually as to 25% of the underlying shares over the four anniversaries after March 20, 2023. |
| 3. The stock option vests annually as to 25% of the underlying shares over the four anniversaries after May 13, 2024. |
| 4. The stock option vests annually as to 20% of the underlying shares over the five anniversaries after April 21, 2025. |
| Remarks: |
| /s/ Jamie Chung, Attorney-in-Fact | 06/20/2025 | |
| ** 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 5 (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. | ||