SC 13G: Rivian Automotive, Inc. / DE

AI Summary

SC 13G filing by Rivian Automotive, Inc. / DE.

Risk Assessment

Risk Level: low

FAQ

Key Financial Figures

• $0.001 — suer) Class A common stock, par value $0.001 per share (Title of Class of Securitie
• $1,000,000,000 — 4, in the aggregate principal amount of $1,000,000,000 (the “ Convertible Note ”).
• $10.8359 — ertible Note will convert at a price of $10.8359 per share of Common Stock and (2) the r

Filing Documents

• tm2425403d1_sc13g.htm (SC 13G) — 66KB
• tm2425403d1_ex99-1.htm (EX-99.1) — 6KB
• 0001104659-24-106776.txt ( ) — 73KB

(a). Name of Issuer

Item 1(a). Name of Issuer. Rivian Automotive, Inc. (the " Company ")

(b). Address of Issuer's Principal Executive Offices

Item 1(b). Address of Issuer's Principal Executive Offices. 14600 Myford Road Irvine, California 92606

(a). Name of Person(s) Filing

Item 2(a). Name of Person(s) Filing. This Schedule 13G is being filed by the following entities (collectively, the “ Reporting Persons ”): (i) Volkswagen AG; and (ii) Volkswagen International America Inc. (“ VIA ”) This Schedule 13G relates to shares of Class A common stock, par value $0.001 per share, of the Company (the “ Common Stock ”) directly beneficially owned by VIA. Volkswagen AG is the parent organization of VIA. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. See Exhibit 99.1 for the Reporting Persons’ agreement for a joint filing of a single statement on their behalf.

(b). Address of Principal Business Office or, if none, Residence

Item 2(b). Address of Principal Business Office or, if none, Residence. (i) The address of the principal business office of Volkswagen AG is: Volkswagen AG Berliner Ring 2, 38440 Wolfsburg, Germany (ii) The address of the principal business office of VIA is: Volkswagen International America Inc. c/o The Corporation Trust Company 1209 Orange Street Wilmington, DE 19801

(c). Citizenship

Item 2(c). Citizenship. (i) Volkswagen AG – Germany (ii) VIA – Delaware

(d). Title of Class of Securities

Item 2(d). Title of Class of Securities. Class A common stock, par value $0.001 per share

(e). CUSIP Number

Item 2(e). CUSIP Number. 76954A103

If this Statement is Filed Pursuant to Rules 13d-1(b) or

Item 3. If this Statement is Filed Pursuant to Rules 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: Not applicable.

Ownership

Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. CUSIP No. 76954A103 Schedule 13G Page 4 of 6 Pages Reporting Person (1) Amount beneficially owned (1)(2) Percent of class (2)(3) Sole power to vote or direct to vote (1) Shared power to vote or to direct the vote Sole power to dispose or to direct the disposition of (1) Shared power to dispose or to direct the disposition of Volkswagen AG 82,935,213 7.7 % 0 82,935,213 0 82,935,213 VIA 82,935,213 7.7 % 0 82,935,213 0 82,935,213 (1) Each of the Reporting Persons may be deemed the beneficial owner of 82,935,213 shares of Common Stock issuable to VIA, which is a wholly-owned subsidiary of Volkswagen AG. (2) The shares of Common Stock that are the subject of this Schedule 13G are issuable by the Company to VIA pursuant to the terms of a Senior Convertible Promissory Note, effective as of June 26, 2024, in the aggregate principal amount of $1,000,000,000 (the “ Convertible Note ”). The Convertible Note will automatically convert into shares of Common Stock upon the later of (i) December 1, 2024 and (ii) satisfaction of certain regulatory approvals and expiration of applicable waiting periods under applicable laws or regulations (such date, the “ Conversion Date ”); therefore, such shares of Common Stock may become issuable within 60 days after October 1, 2024. The number of shares of Common Stock issuable upon the automatic conversion of the Convertible Note will be calculated as follows: (1) half of the then outstanding principal amount of, and accrued and unpaid interest on, the Convertible Note will convert at a price of $10.8359 per share of Common Stock and (2) the remaining half of the then outstanding principal amount of, and accrued and unpaid interest on, the Convertible Note will convert at a price per share of Common Stock based on the Company&rs

Ownership of Five Percent or Less of a Class

Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:

Ownership of More Than Five Percent on Behalf of Another

Item 6. Ownership of More Than Five Percent on Behalf of Another Person. See the response(s) to Item 4.

Identification and Classification of the Subsidiary Which

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. See the response(s) to Item 2.

Identification and Classification of Members of the Group

Item 8. Identification and Classification of Members of the Group. Not applicable.

Notice of Dissolution of Group

Item 9. Notice of Dissolution of Group. Not applicable. CUSIP No. 76954A103 Schedule 13G Page 5 of 6 Pages

Certification

Item 10. Certification. Each of the Reporting Persons hereby makes the following certification: By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11. CUSIP No. 76954A103 Schedule 13G Page 6 of 6 Pages

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: October 7, 2024 Volkswagen AG By: /s/ Philip Haarmann Name: Philip Haarmann Title: Chief Legal Officer By: /s/ Rolf Woller Name: Rolf Woller Title: Head of Group Treasury & Investor Relations Volkswagen International America Inc. By: /s/ Christopher McGee Name: Christopher McGee Title: Director By: /s/ Lauren Kincaid Name: Lauren Kincaid Title: Secretary

View Full Filing

View this SC 13G filing on SEC EDGAR