12/15/2025 | Press release | Distributed by Public on 12/15/2025 16:27
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Forward purchase contract (obligation to buy) | $16.99(1) | 11/25/2025 | P | 1(1) | 11/01/2031 | 11/01/2031 | Class A Common Stock | 37,477,050(2) | (1) | 1(1) | I | By Ayar Third Investment Company(1)(3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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PUBLIC INVESTMENT FUND KING ABDULLAH FINANCIAL DISTRICT (KAFD) AL AQIQ DISTRICT RIYADH, T0 13519 |
X | X | ||
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Ayar Third Investment Co P.O. BOX 6847 RIYADH, T0 11452 |
X | X | ||
| Public Investment Fund, /s/ Yasir O. AlRumayyan, Governor | 12/15/2025 | |
| **Signature of Reporting Person | Date | |
| Ayar Third Investment Company, /s/ Turqi A. Alnowaiser, Co-Manager | 12/15/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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). |
| (1) | Ayar Third Investment Company ("Ayar") entered into a privately negotiated prepaid forward share purchase transaction with Citibank N.A. (the "forward counterparty"), pursuant to which Ayar will purchase 37,477,050 shares of Class A common stock, par value $0.0001 per share ("Common Stock") of Lucid Group, Inc. ("Lucid") for $636,735,079.50, with delivery of those shares to occur no later than November 1, 2031, subject to the forward counterparty's right to settle its delivery obligations prior to that date The prepaid forward transaction was entered into in connection with the pricing of an offering by Lucid of $975,000,000 aggregate principal amount of 7.00% convertible senior notes due 2031 (the "notes"). The prepaid forward transaction was subject to termination if the issuance of the notes was not consummated. The settlement of the issuance of the notes occurred on November 17, 2025. |
| (2) | All share numbers reported herein give effect to the 1-for-10 reverse stock split of Lucid's shares of Class A common stock effective on August 29, 2025. |
| (3) | Ayar is a wholly-owned subsidiary of Public Investment Fund of Saudi Arabia ("PIF"), and as such PIF may be deemed to beneficially own the shares held by Ayar. In addition, each of Turqi A. Alnowaiser and Yasir Alsalman, co-managers of Ayar, may be deemed to beneficially own the shares owned by Ayar by virtue of shared power to vote the shares. Neither Mr. Alnowaiser nor Mr. Alsalman has any, and each and disclaims, any pecuniary interest in the shares. |
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Remarks: PIF may be deemed a director by deputization, as Mr. Alnowaiser, an employee of PIF, serves as a representative of Ayar on the Board of Directors of the Issuer. |
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