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*
CALLAHAN MICHAEL JOHN
(Last) (First) (Middle)
C/O RIVIAN AUTOMOTIVE, INC.
14600 MYFORD ROAD
(Street)
IRVINE CA 92606
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/11/2025 		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 Administrative 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 930,753(1) 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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (2) 03/20/2033 Class A Common Stock 1,025,116 $13.02 D
Stock Option (3) 05/13/2034 Class A Common Stock 264,086 $10.9 D
Stock Option (4) 04/21/2035 Class A Common Stock 696,866 $11.15 D
Explanation of Responses:
1. Consists of: (i) 203,685 shares resulting from previously vested Restricted Stock Units ("RSUs"), (ii) 5,842 shares purchased pursuant to the Issuer's 2021 Employee Stock Purchase Plan, and (iii) 721,226 unvested RSUs. Of the aggregate 721,226 unvested RSUs: (i) 224,245 of such unvested RSUs will vest over the next seven quarterly anniversaries after May 15, 2025, (ii) 148,548 of such unvested RSUs will vest over the next twelve quarterly anniversaries after May 15, 2025, and (iii) 348,433 of such unvested RSUs will vest over the next sixteen quarterly anniversaries after May 15, 2025. Each RSU 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 vests annually as to 25% of the underlying shares over the four anniversaries after March 20, 2023.
3. The stock option vests annually as to 25% of the underlying shares over the four anniversaries after May 13, 2024.
4. The stock option vests annually as to 20% of the underlying shares over the five anniversaries after April 21, 2025.
Remarks:
/s/ Jamie Chung, Attorney-in-Fact 06/20/2025
** 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.
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