SEC FORM 3

SEC Form 3

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^*

AMAZON COM INC

(Last)

(First)

(Middle)

410 TERRY AVENUE NORTH

(Street)

SEATTLE

98109

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/09/2021

3. Issuer Name and Ticker or Trading Symbol
Rivian Automotive, Inc. / DE [ RIVN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	86,186,650	⁽²⁾	I	See footnote⁽¹⁾
Series D Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	30,714,819	⁽²⁾	I	See footnote⁽¹⁾
Series E Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	27,437,057	⁽²⁾	I	See footnote⁽¹⁾
Series F Preferred Stock	⁽²⁾	⁽²⁾	Class A Common Stock	4,070,557	⁽²⁾	I	See footnote⁽¹⁾
Warrant (Right to Purchase)	⁽³⁾	09/16/2029	Series C Preferred Stock	3,723,050	$9.089	I	See footnote⁽¹⁾
Convertible Notes	⁽⁴⁾	07/23/2026	Class A Common Stock	$490,000,000	⁽⁴⁾	I	See footnote⁽¹⁾

Explanation of Responses:

1. Amazon.com NV Investment Holdings LLC, a wholly-owned subsidiary of Amazon.com, Inc. ("Amazon"), is the record holder of the securities listed in this Form 3.

2. Upon the closing of the Issuer's initial public offering, each share of Series A Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock (collectively, the "Preferred Stock") will automatically convert into one share of the Issuer's Class A common stock, par value $0.001 per share (the "Class A Common Stock"), on a one-for-one basis. The shares of Preferred Stock have no expiration date.

3. Upon the closing of the Issuer's initial public offering, the warrant to purchase Series C Preferred Stock will automatically convert into a warrant to purchase an equivalent number of Class A Common Stock at the same exercise price.

4. Upon the closing of the Issuer's initial public offering, the Convertible Notes will automatically convert into shares of Class A Common Stock at a conversion price equal to the lesser of: (i) $71.03 and (ii) the product of (x) the initial public offering price per share multiplied by (y) the applicable discount rate determined by reference to the time of conversion (0.85 until December 31, 2021).

Remarks:

Peter Krawiec, a Senior Vice President of Worldwide Corporate and Business Development of Amazon, is a member of the Issuer's board of directors. He was initially elected as a designee of Amazon.com NV Investment Holdings LLC.

	/s/ David A. Zapolsky, Senior Vice President	11/09/2021
	** 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).
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