Sec Form 4 Filing - Scaringe Robert J @ Rivian Automotive, Inc. / DE - 2025-07-09

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Scaringe Robert J
2. Issuer Name and Ticker or Trading Symbol
Rivian Automotive, Inc. / DE [ RIVN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O RIVIAN AUTOMOTIVE, INC., 14600 MYFORD ROAD
3. Date of Earliest Transaction (MM/DD/YY)
07/09/2025
(Street)
IRVINE, CA92606
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 07/09/2025 J( 1 ) 88,061 D $ 0 1,395,050 D
Class A Common Stock 07/09/2025 C( 1 )( 2 ) 3,912,500 A 3,917,095 I By LLC
Class A Common Stock 07/09/2025 J( 1 ) 3,914,798 D $ 0 2,297 I By LLC
Class A Common Stock 2,632,766 I By Trust
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Tran saction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock $ 0 07/09/2025 C( 1 )( 2 ) 3,912,500 ( 3 ) ( 3 ) Class A Common Stock 3,912,500 $ 0 3,912,500 I By LLC
Stock Option $ 2.6282 07/09/2025 J( 1 ) 3,642,631 ( 4 ) 03/15/2029 Class A Common Stock 3,642,631 $ 0 3,642,631 D
Stock Option $ 3.3636 07/09/2025 J( 1 ) 500,000 ( 4 ) 07/08/2029 Class A Common Stock 500,000 $ 0 500,000 D
Stock Option $ 21.72 07/09/2025 J( 1 ) 1,863,133 ( 5 ) 01/19/2031 Class A Common Stock 1,863,133 $ 0 25,278,128 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Scaringe Robert J
C/O RIVIAN AUTOMOTIVE, INC.
14600 MYFORD ROAD
IRVINE, CA92606
X Chief Executive Officer
Signatures
/s/ Jamie Chung, Attorney-in-Fact 07/11/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents securities transferred to the Reporting Person's former spouse pursuant to a divorce settlement. The securities owned by the former spouse are not beneficially owned by the Reporting Person.
( 2 )Upon transfer to the Reporting Person's former spouse, the shares of Class B Common Stock automatically converted into shares of the Issuer's Class A Common Stock.
( 3 )The Class B Common Stock is convertible at any time at the option of the holder into the Issuer's Class A Common Stock on a one-to-one basis. The Class B Common Stock will automatically convert into shares of the Issuer's Class A Common Stock on a one-to-one basis upon the earliest of (a) a date fixed by the Issuer's board of directors that is not less than 60 days nor more than 180 days following the death or disability of the Reporting Person, (b) the five year anniversary of the date of the closing of the Issuer's initial public offering ("IPO") and (c) the date fixed by the Issuer's board of directors that is no less than 61 days and no more than 180 days following the date that the number of outstanding shares of Class B Common Stock represents less than 30% of the shares of Class B Common Stock outstanding immediately following the IPO.
( 4 )The stock option is fully vested and exercisable.
( 5 )The stock option grant has vested, or will vest, with respect to the original grant relating to 27,141,261 shares of Class Common Stock, as to (i) 6,785,315 shares underlying the stock option in 6 substantially equal annual installments beginning on the first anniversary of the Issuer's IPO and (ii) 20,355,946 shares underlying the stock option based on the per share price of the Issuer's Class A Common Stock exceeding various thresholds.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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