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

 

	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.

 

 

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:____________________________

 

 

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.

 

 

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).