|
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§240.13d-7 for other parties to whom copies are to be sent.
|
* |
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 disclosures provided in a prior cover page.
|
1
|
NAME OF REPORTING PERSONS
The Public Investment Fund
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ (b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
WC
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Kingdom of Saudi Arabia
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
1,015,252,523 (see Item 5 below)
|
||
9
|
SOLE DISPOSITIVE POWER
1,015,252,523 (see Item 5 below)
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,015,252,523 (see Item 5 below)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.7% (see Item 5 below)
|
||
14
|
TYPE OF REPORTING PERSON
OO – Sovereign Wealth Fund of the Kingdom of Saudi Arabia
|
1
|
NAME OF REPORTING PERSONS
Yasir O. Al Rumayyan
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ (b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Kingdom of Saudi Arabia
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
4,604,595
|
|
8
|
SHARED VOTING POWER
1,015,252,523 (see Item 5 below)
|
||
9
|
SOLE DISPOSITIVE POWER
4,604,595
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,019,857,118 (see Item 5 below)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
63.0% (see Item 5 below)
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1
|
NAME OF REPORTING PERSONS
Turqi A. Alnowaiser
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☒ (b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Kingdom of Saudi Arabia
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
2,070,138
|
|
8
|
SHARED VOTING POWER
1,015,252,523 (see Item 5 below)
|
||
9
|
SOLE DISPOSITIVE POWER
2,070,138
|
||
10
|
SHARED DISPOSITIVE POWER
0
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,017,322,661 (see Item 5 below)
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.9% (see Item 5 below)
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
•
|
Ayar directly owns 1,015,252,523 shares of Class A Common Stock, representing approximately 62.7% of the Issuer’s issued and outstanding shares of Class A Common Stock. PIF, as the parent company
and ultimate controlling party of Ayar, may, pursuant to Rule 13d-3, be deemed to beneficially own 1,015,252,523 shares of Class A Common Stock, representing approximately 62.7% of the Issuer’s issued and outstanding shares Class A Common
Stock. PIF disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
|
•
|
H.E. Al Rumayyan as the sole manager of Ayar has shared voting power over 1,015,252,523 shares of Class A Common Stock held by Ayar. In addition, , H.E. Al Rumayyan has sole voting and dispositive
power over 4,604,595 shares of Class A Common Stock held in his name. Accordingly, H.E. Al Rumayyan may be deemed to beneficially own an aggregate of 1,019,857,118 shares of Class A Common Stock, representing approximately 63.0% of the
Issuer’s issued and outstanding shares of Class A Common Stock. H.E. Al Rumayyan disclaims beneficial ownership of any securities held by Ayar.
|
•
|
Mr. Alnowaiser, based on his authority delegated to him by H.E. Al Rumayyan, the sole manager of Ayar, has shared voting power over 1,015,252,523 shares of Class A Common Stock held by Ayar. In
addition, Mr. Alnowaiser has sole voting and dispositive power over 2,070,138 shares of Class A Common Stock held in his name. Accordingly, Mr. Alnowaiser may be deemed the beneficial owner of an aggregate of 1,017,322,661 shares of Class A
Common Stock, representing approximately 62.9% of the Issuer’s issued and outstanding shares of Class A Common Stock. Mr. Turqi A. Alnowaiser disclaims beneficial ownership of any securities held by Ayar.
|
Exhibit Number
|
Description of Exhibit
|
1
|
Agreement and Plan of Merger, dated February 22, 2021 by and among Churchill Capital Corp IV, Air Merger Sub, Inc., and Atieva, Inc., d/b/a Lucid Motors (filed as Exhibit 2.1 to Churchill Capital
Corp IV’s Current Report on Form S-4 filed with the SEC on March 19, 2021, and incorporated herein by reference).
|
2
|
Investor Rights Agreement, dated February 22, 2021 by and among Churchill Capital Corp IV, Ayar Third Investment Company, Churchill Sponsor IV LLC and each of the other signatories thereto (filed as
Exhibit 10.2 to Churchill Capital Corp IV’s Current Report on Form S-4 filed with the SEC on March 19, 2021, and incorporated herein by reference).
|
THE PUBLIC INVESTMENT FUND
|
||
By:
|
/s/ Yasir O. Al Rumayyan | |
Name:
|
His Excellency Yasir O. Al Rumayyan | |
Title:
|
Governor |