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^*

Behl Jiten

(Last)

(First)

(Middle)

C/O RIVIAN AUTOMOTIVE, INC.

14600 MYFORD ROAD

(Street)

IRVINE

92606

(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)

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

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)
Class A Common Stock⁽¹⁾	20,000	D

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)
Stock Option	⁽²⁾	06/20/2026	Class A Common Stock	125,000	$2.85	D
Stock Option	⁽³⁾	04/25/2027	Class A Common Stock	37,500	$2.85	D
Stock Option	⁽⁴⁾	08/04/2027	Class A Common Stock	12,500	$2.85	D
Stock Option	⁽⁵⁾	10/09/2027	Class A Common Stock	25,000	$2.85	D
Stock Option	⁽⁶⁾	08/23/2028	Class A Common Stock	240,000	$38.86	D
Stock Option	⁽⁷⁾	07/08/2029	Class A Common Stock	250,000	$3.36	D
Stock Option	⁽⁸⁾	07/08/2029	Class A Common Stock	250,000	$3.36	D
Stock Option	⁽⁹⁾	12/16/2027	Class A Common Stock	125,000	$7.68	D

Explanation of Responses:

1. Represents an award of 20,000 restricted stock units subject to time-based vesting conditions in accordance with the underlying award. Each restricted stock unit 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 is fully vested and exercisable.

3. The stock option is fully vested and exercisable.

4. The stock option is fully vested and exercisable.

5. The stock option is fully vested and exercisable.

6. The stock option vests in 4 substantially equal annual installments beginning on the first anniversary of August 23, 2021.

7. The stock option is vested as to 50% of the underlying shares and the remaining shares will vest as to 25% of the underlying shares on each of July 18, 2022 and July 18, 2023.

8. The stock option vests upon the completion of the 5,000th production vehicles by the Issuer and its subsidiaries.

9. The stock option vests in 4 substantially equal annual installments beginning on the first anniversary of December 16, 2020.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Neil Sitron, Attorney-in-Fact	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).
** 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.