AMAZON COM INC — Director's Dealing 2021

Nov 9, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Rivian Automotive, Inc. / DE (RIVN)
CIK: 0001874178
Period of Report: 2021-11-09

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

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$		Class A Common Stock (86186650)		Indirect
Series D Preferred Stock	$		Class A Common Stock (30714819)		Indirect
Series E Preferred Stock	$		Class A Common Stock (27437057)		Indirect
Series F Preferred Stock	$		Class A Common Stock (4070557)		Indirect
Warrant (Right to Purchase)	$9.089	2029-09-16	Series C Preferred Stock (3723050)		Indirect
Convertible Notes	$	2026-07-23	Class A Common Stock ()		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 3.

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") 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.

F3: 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.

F4: 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).