Amendment: SEC Form SCHEDULE 13G/A filed by Rivian Automotive Inc.
$RIVN
Auto Manufacturing
Industrials
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)
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Rivian Automotive, Inc. (Name of Issuer) |
Class A common stock, par value $0.001 per share (Title of Class of Securities) |
76954A103 (CUSIP Number) |
06/30/2025 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 76954A103 |
| 1 | Names of Reporting Persons
Volkswagen AG | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
GERMANY
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
146,880,123.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
12.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, CO |
Comment for Type of Reporting Person: The reported securities consist of 146,880,123 shares of Class A common stock directly beneficially owned by Volkswagen International America Inc., a wholly-owned subsidiary of Volkswagen AG.
SCHEDULE 13G
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| CUSIP No. | 76954A103 |
| 1 | Names of Reporting Persons
Volkswagen International America Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
146,880,123.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
12.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Rivian Automotive, Inc. | |
| (b) | Address of issuer's principal executive offices:
14600 Myford Rd. Irvine, CA, 92606 | |
| Item 2. | ||
| (a) | Name of person filing:
This Amendment No. 2 to the Schedule 13G initially filed on October 7, 2024, as amended by Amendment No. 1 filed on February 13, 2025 (this "Schedule 13G/A") is being filed by the following entities (collectively, the "Reporting Persons"):
(i) Volkswagen AG; and
(ii) Volkswagen International America Inc. ("VIA") | |
| (b) | Address or principal business office or, if none, residence:
(i) The address of the principal business office of Volkswagen AG is: Volkswagen AG, Berliner Ring 2, 38440 Wolfsburg, Germany
(ii) The address of the principal business office of VIA is: Volkswagen International America Inc., 1900 Reston Metro Plaza, Suite 600, Reston, VA 20190 | |
| (c) | Citizenship:
(i) Volkswagen AG: Germany
(ii) VIA: Delaware | |
| (d) | Title of class of securities:
Class A common stock, par value $0.001 per share | |
| (e) | CUSIP No.:
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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Each of the Reporting Persons may be deemed the beneficial owner of 146,880,123 shares of Class A common stock, par value $0.001 per share, of Rivian Automotive, Inc. (the "Common Stock") held by VIA, which is a wholly-owned subsidiary of Volkswagen AG.
The securities reported on this Schedule 13G/A include 51,502,854 shares of Common Stock which were issued by Rivian Automotive, Inc. (the "Company") to VIA on June 30, 2025 pursuant to the terms of the Investment Agreement, dated as of November 13, 2024, as amended on April 17, 2025 (as so amended, the "Investment Agreement"). | |
| (b) | Percent of class:
(i) Volkswagen AG - 12.3%
(ii) VIA - 12.3%
The percent of class beneficially owned by the Reporting Persons set forth in this Schedule 13G/A was calculated based on 1,138,599,873 shares of Common Stock outstanding as of April 22, 2025, as reported in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025, filed with the Securities and Exchange Commission on May 6, 2025, plus the 51,502,854 shares of Common Stock issued to VIA on June 30, 2025 pursuant to the terms of the Investment Agreement. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
(i) Volkswagen AG - 0
(ii) VIA - 0 | ||
| (ii) Shared power to vote or to direct the vote:
(i) Volkswagen AG - 146,880,123
(ii) VIA - 146,880,123 | ||
| (iii) Sole power to dispose or to direct the disposition of:
(i) Volkswagen AG - 0
(ii) VIA - 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
(i) Volkswagen AG - 146,880,123
(ii) VIA - 146,880,123 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
This Schedule 13G/A relates to the shares of Common Stock directly beneficially owned by VIA. Volkswagen AG is the parent organization of VIA. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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.
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Exhibit Information
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Joint Filing Agreement dated October 7, 2024, entered into by the Reporting Persons (incorporated by reference to Exhibit A to the Schedule 13G filed by the Reporting Persons on October 7, 2024 (SEC File No. 005-93085)). https://www.sec.gov/Archives/edgar/data/1111708/000110465924106776/tm2425403d1_ex99-1.htm. |