Amended Statement of Beneficial Ownership (sc 13d/a)
December 28 2022 - 06:03AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
_________________________________
LUCID GROUP, INC.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
549498 103
(CUSIP Number)
Jonathan Butler, General Counsel
c/o Lucid Group, Inc.
7373 Gateway Boulevard
Newark, CA 94560
Telephone: (212) 380-7500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 22, 2022
(Date of Event Which Requires Filing of This Statement)
_______________________________
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because off §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following
box. ☐
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.
|
The information required on 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).
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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
8,041,393
|
|
8
|
SHARED
VOTING POWER
1,100,965,202
(see Item 5 below)
|
|
9
|
SOLE
DISPOSITIVE POWER
1,109,006,595
(see Item 5 below)
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,109,006,595
(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)
60.66%
(see Item 5 below)
|
|
14
|
TYPE
OF REPORTING PERSON
OO
– Sovereign Wealth Fund of the Kingdom of Saudi Arabia
|
|
1
|
NAME
OF REPORTING PERSONS
Ayar
Third Investment Company
|
|
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
1,100,965,202
(see Item 5 below)
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,100,965,202
(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)
60.22%
(see Item 5 below)
|
|
14
|
TYPE
OF REPORTING PERSON
OO
|
|
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
4,654,595
|
|
8
|
SHARED
VOTING POWER
1,100,965,202
(see Item 5 below)
|
|
9
|
SOLE
DISPOSITIVE POWER
4,654,595
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,105,619,797
(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)
60.47%
(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
2,091,169
(see Item 5 below)
|
|
8
|
SHARED
VOTING POWER
1,100,965,202
(see Item 5 below)
|
|
9
|
SOLE
DISPOSITIVE POWER
2,091,169
(see Item 5 below)
|
|
10
|
SHARED
DISPOSITIVE POWER
0
|
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,103,056,371
(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)
60.33%
(see Item 5 below)
|
|
14
|
TYPE
OF REPORTING PERSON
IN
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EXPLANATORY STATEMENT
The
following constitutes Amendment No. 2 (“Amendment No. 2”) to the
initial statement on Schedule 13D, filed on July 27, 2021 (the
“Initial Schedule 13D”) by the undersigned, and amendment No. 1 to
the Initial Schedule 13D, filed on November 15, 2022 (“Amendment
No. 1” collectively with the Initial Schedule 13D, referred to as
the “Prior Schedule
13D”). This Amendment No. 2 amends the Prior Schedule 13D as
specifically set forth herein. Capitalized terms used in this
Amendment No. 2 and not otherwise defined herein have the meanings
given to them in the Prior Schedule 13D.
Item 4. Purpose of Transaction
Item 4 of the Prior Schedule 13D is hereby amended to add the
following language:
On December 9, 2022, PIF purchased shares of Lucid Group, Inc. (the
“Company”) Class A Common Stock in the open market. The reason for
the purchase was made for investment purpose.
Pursuant to that Subscription Agreement, dated November 8, 2022
(the “2022 Subscription Agreement”), between the Company and Ayar,
Ayar has purchased 85,712,679 shares of Company’s Class A Common
Stock.
Item 5. Interest in Securities of the Issuer
Item 5(a), (b) and (c) of the Prior Schedule 13D are hereby amended
and replaced in their entirety with the following language:
(a)-(b)
As of
the date hereof:
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•
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PIF
directly owns 8,041,393 shares of Class A Common Stock and has sole
voting and dispositive power of such shares. PIF may, pursuant to
Rule 13d-3, be deemed to beneficially own the 1,100,965,202 shares
of Class A Common Stock directly owned by Ayar and aggregating to a
beneficial ownership of 1,109,006,595 shares. The Ayar securities
and the Class A Common held directly by PIF represent approximately
60.66% of the Issuer’s issued and outstanding shares Class A Common
Stock. PIF disclaims beneficial ownership of the Ayar securities
except to the extent of its pecuniary interest therein.
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|
•
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Ayar
directly owns 1,100,965,202 shares of Class A Common Stock and has
shared voting power over such shares which represent approximately
60.22% of the Issuer’s issued and outstanding shares of Class A
Common Stock.
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•
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H.E. Al
Rumayyan as the sole manager of Ayar has shared voting power over
1,100,965,202 shares of Class A Common Stock held by Ayar. In
addition, H.E. Al Rumayyan has sole voting and dispositive power
over 4,654,595 shares of Class A Common Stock held in his name,
which do not include options to purchase 400,000 shares of Class A
Common Stock that are not exercisable within 60 days from the date
hereof. Accordingly, H.E. Al Rumayyan may be deemed to beneficially
own an aggregate of 1,105,619,797 shares of Class A Common Stock,
representing approximately 60.47% 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.
|
|
•
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Mr.
Alnowaiser, based on his authority delegated to him by H.E. Al
Rumayyan, the sole manager of Ayar, has shared voting power over
1,100,965,202 shares of Class A Common Stock held by Ayar. In
addition, Mr. Alnowaiser has sole voting and dispositive power over
2,091,169 shares of Class A Common Stock held in his name, which
includes 17,295 shares issuable pursuant to Restricted Stock Units
that will not vest for more than 60 days from the date
hereof. Accordingly, Mr.
Alnowaiser may be deemed the beneficial owner of an aggregate of
1,103,056,371 shares of Class A Common Stock, representing
approximately 60.33% of the Issuer’s issued and outstanding shares
of Class A Common Stock. Mr. Alnowaiser disclaims beneficial
ownership of any securities held by Ayar.
|
Based on
conversations with the Issuer, the percentages set forth in this
Item 5(a) are based on 1,828,310,203 shares of Class A Common Stock
issued and outstanding as of December 23, 2022, as reported by the
Issuer in connection with the closing of a transaction dated
December 22, 2022.
Each of
the Reporting Persons may be deemed to be a member of a group with
respect to the Issuer or securities of the Issuer for the purposes
of Section 13(d) or 13(g) of the Act. Each of the Reporting Persons
disclaims beneficial ownership of all of the shares of Class A
Common Stock included in this report, except to the extent of any
pecuniary interests therein, and the filing of this report shall
not be construed as an admission that any such person or entity is
the beneficial owner of any such securities for purposes of Section
13(d) or 13(g) of the Act, or for any other purpose.
(c) The
Public Investment Fund engaged in an Open market purchase of
8,041,393 shares of Class A Common Stock on December 9, 2022, for
an average price of $8.5241. Ayar Third Investment Company engaged
in a private placement with the issuer on December 23, 2022,
purchasing 85,712,679 shares Class A Common Stock at a purchase
price of $10.6752.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Item 6 of the Prior Schedule 13D is hereby amended to add the
following language:
The
response to Item 4 of this Schedule 13D is incorporated by
reference herein.
[The remainder of this page intentionally left blank]
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.
Date:
December 27, 2022
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THE PUBLIC
INVESTMENT FUND
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By:
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The Public
Investment Fund, /s/ H.E. Yasir O. Al Rumayyan, Governor
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Name:
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His Excellency
Yasir O. Al Rumayyan
|
|
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Title:
|
Governor
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