AMAZON COM INC — Director's Dealing 2021

Nov 12, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Rivian Automotive, Inc. / DE (RIVN)
CIK: 0001874178
Period of Report: 2021-11-10

Reporting Person: AMAZON COM INC (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-10	Class A Common Stock	C	86186650	—	Acquired	86186650	Indirect
2021-11-10	Class A Common Stock	C	30714819	—	Acquired	116901469	Indirect
2021-11-10	Class A Common Stock	C	27437057	—	Acquired	144338526	Indirect
2021-11-10	Class A Common Stock	C	4070557	—	Acquired	148409083	Indirect
2021-11-10	Class A Common Stock	C	7390649	—	Acquired	155799732	Indirect
2021-11-10	Class A Common Stock	A	2564102	$78.00	Acquired	158363834	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-10	Series A Preferred Stock	$	C	86186650	Disposed		Class A Common Stock (86186650)	Indirect
2021-11-10	Series D Preferred Stock	$	C	30714819	Disposed		Class A Common Stock (30714819)	Indirect
2021-11-10	Series E Preferred Stock	$	C	27437057	Disposed		Class A Common Stock (27437057)	Indirect
2021-11-10	Series F Preferred Stock	$	C	4070577	Disposed		Class A Common Stock (4070577)	Indirect
2021-11-10	Warrant (Right to Purchase)	$9.089	C	3723050	Disposed	2029-09-16	Series C Preferred Stock (3723050)	Indirect
2021-11-10	Warrant (Right to Purchase)	$9.089	C	3723050	Acquired	2029-09-16	Class A Common Stock (3723050)	Indirect
2021-11-10	Convertible Notes	$66.30	C		Disposed	2026-07-23	Class A Common Stock (7390649)	Indirect

Footnotes

F1: 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 4.

F2: 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") automatically converted into one share of the Issuer's Class A common stock, par value $0.001 per share (the "Class A Common Stock"). The shares of Preferred Stock had no expiration date.

F3: Upon the closing of the Issuer's initial public offering, the warrant to purchase Series C Preferred Stock automatically converted into a warrant to purchase an equivalent number of Class A Common Stock at the same exercise price.

F4: Upon the closing of the Issuer's initial public offering, the Convertible Notes automatically converted 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 of $78.00 multiplied by (y) the applicable discount rate determined by reference to the time of conversion (0.85).