Sec Form 13G Filing - FORD MOTOR CO (F) filing for Rivian Automotive Inc. (RIVN) - 2022-02-10

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>

 

 

  UNITED STATES  
  SECURITIES AND EXCHANGE COMMISSION  
  Washington, D.C. 20549  

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No.  )*

 

Rivian Automotive, Inc.

(Name of Issuer)

 

Class A common stock, par value $0.001 per share

(Title of Class of Securities)

 

(76954A103)

(CUSIP Number)

 

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)
   
¨ Rule 13d-1(c)
   
x Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP No. 76954A103

 

1. Names of Reporting Persons
Ford Motor Company
   
2. Check the Appropriate Box if a Member of a Group (See Instructions)
  (a) ¨
  (b) ¨
   
3. SEC Use Only
   
4. Citizenship or Place of Organization
Delaware, United States
   

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5. Sole Voting Power
101,947,494
 
6. Shared Voting Power
0
 
7. Sole Dispositive Power
101,947,494
 
8. Shared Dispositive Power
0

   
9. Aggregate Amount Beneficially Owned by Each Reporting Person
101,947,494
   
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  ¨
   
11. Percent of Class Represented by Amount in Row (9)
11.4%
*
   
12. Type of Reporting Person (See Instructions)
CO

 

 

* Based on 892,492,358 shares of Class A common stock outstanding as of December 13, 2021, as reported in Rivian Automotive, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 filed with the Securities and Exchange Commission on December 17, 2021.

 

2

 

 

Item 1.
 
  (a) Name of Issuer
Rivian Automotive, Inc.
  (b) Address of Issuer’s Principal Executive Offices
14600 Myford Road, Irvine, California 92606
 
Item 2.
 
  (a) Name of Person Filing
Ford Motor Company
  (b) Address of Principal Business Office or, if none, Residence
One American Road, Dearborn, Michigan 48126
  (c) Citizenship
Delaware
  (d) Title of Class of Securities
Class A common stock, par value $0.001 per share
  (e) CUSIP Number
76954A103
 
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
   
  (a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
       
  (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
       
  (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
       
  (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
       
  (e) ¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
       
  (f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
  (g) ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
       
  (h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
  (i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
       
  (j) ¨ A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);
       
  (k) ¨

Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________

 

3

 

 

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.
 
  (a)

Amount beneficially owned:

101,947,494

  (b)

Percent of class:

11.4%*

  (c)

Number of shares as to which the person has:

 

    (i)

Sole power to vote or to direct the vote

101,947,494

    (ii)

Shared power to vote or to direct the vote

0

    (iii)

Sole power to dispose or to direct the disposition of

101,947,494

    (iv)

Shared power to dispose or to direct t he disposition of

0

 
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 ¨.

 

Not applicable.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person
   
Not applicable.
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
   
Not applicable.
 
Item 8. Identification and Classification of Members of the Group
   
Not applicable.
 
Item 9. Notice of Dissolution of Group
   
Not applicable.

 

 

* Based on 892,492,358 shares of Class A common stock outstanding as of December 13, 2021, as reported in Rivian Automotive, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 filed with the Securities and Exchange Commission on December 17, 2021.

 

4

 

 

Item 10. Certification
   
Not applicable.

 

Signature

 

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.

 

  February 10, 2022
  Date
   
  /s/ Corey M. MacGillivray
  Signature
   
  Corey M. MacGillivray, Assistant Secretary
  Name/Title

 

 

ATTENTION

 

 
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

5