Sec Form 4 Filing - AMAZON COM INC @ Rivian Automotive, Inc. / DE - 2021-11-10

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 AMAZON COM INC 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 410 TERRY AVENUE NORTH 3. Date of Earliest Transaction (MM/DD/YY) 11/10/2021 (Street) SEATTLE, WA98109 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 11/10/2021 C 86,186,650 A 86,186,650 I See footnote( 1 ) Class A Common Stock 11/10/2021 C 30,714,819 A 116,901,469 I See footnote( 1 ) Class A Common Stock 11/10/2021 C 27,437,057 A 144,338,526 I See footnote( 1 ) Class A Common Stock 11/10/2021 C 4,070,557 A 148,409,083 I See footnote( 1 ) Class A Common Stock 11/10/2021 C 7,390,649 A 155,799,732 I See footnote( 1 ) Class A Common Stock 11/10/2021 A 2,564,102 A $ 78 158,363,834 I See footnote( 1 )

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 Transaction(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 Series A Preferred Stock ( 2 ) 11/10/2021 C 86,186,650 ( 2 ) ( 2 ) Class A Common Stock 86,186,650 $ 0 0 I See footnote( 1 ) Series D Preferred Stock ( 2 ) 11/10/2021 C 30,714,819 ( 2 ) ( 2 ) Class A Common Stock 30,714,819 $ 0 0 I See footnote( 1 ) Series E Preferred Stock ( 2 ) 11/10/2021 C 27,437,057 ( 2 ) ( 2 ) Class A Common Stock 27,437,057 $ 0 0 I See footnote( 1 ) Series F Preferred Stock ( 2 ) 11/10/2021 C 4,070,577 ( 2 ) ( 2 ) Class A Common Stock 4,070,577 $ 0 0 I See footnote( 1 ) Warrant (Right to Purchase) $ 9.089 11/10/2021 C 3,723,050 ( 3 ) 09/16/2029 Series C Preferred Stock 3,723,050 ( 3 ) 0 I See footnote( 1 ) Warrant (Right to Purchase) $ 9.089 11/10/2021 C 3,723,050 11/10/2021 09/16/2029 Class A Common Stock 3,723,050 ( 3 ) 3,723,050 I See footnote( 1 ) Convertible Notes $ 66.3( 4 ) 11/10/2021 C ( 4 ) 07/23/2026 Class A Common Stock 7,390,649 $ 0 0 I See footnote( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other AMAZON COM INC 410 TERRY AVENUE NORTH SEATTLE, WA98109 X X Signatures /s/ David A. Zapolsky, Senior Vice President 11/12/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 4. ( 2 )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") automatically converted into one share of the Issuer's Class A common stock, par value $0.001 per share (the "Class A Common Stock"). The shares of Preferred Stock had no expiration date. ( 3 )Upon the closing of the Issuer's initial public offering, the warrant to purchase Series C Preferred Stock automatically converted into a warrant to purchase an equivalent number of Class A Common Stock at the same exercise price. ( 4 )Upon the closing of the Issuer's initial public offering, the Convertible Notes automatically converted 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 of $78.00 multiplied by (y) the applicable discount rate determined by reference to the time of conversion (0.85).

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 4(b)(v).

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