Khosla Ventures Seed B, L.P. - Aug 25, 2021 Form 3 Insider Report for Rocket Lab USA, Inc. (RKLB)

Role
10%+ Owner
Signature
/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Seed Associates B, LLC, in its capacity as general partner of Khosla Ventures Seed B, L.P.
Stock symbol
RKLB
Transactions as of
Aug 25, 2021
Transactions value $
$0
Form type
3
Date filed
9/3/2021, 06:23 PM
Next filing
Oct 5, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding RKLB Common Stock 53.8M Aug 25, 2021 See footnote F1
holding RKLB Common Stock 3.05M Aug 25, 2021 See footnote F2
holding RKLB Common Stock 58.2M Aug 25, 2021 See footnote F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding RKLB Earnout Rights (Common Stock) Aug 25, 2021 Common Stock 4.34M See footnote F1, F4
holding RKLB Earnout Rights (Common Stock) Aug 25, 2021 Common Stock 247K See footnote F2, F4
holding RKLB Earnout Rights (Common Stock) Aug 25, 2021 Common Stock 4.7M See footnote F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Consists of securities held of record by Khosla Ventures Seed B, L.P. ("KV Seed B"), of which Khosla Ventures Seed Associates B, LLC ("KVA Seed B") is the general partner. Vinod Khosla is the managing member of VK Services, LLC ("VK Services"), which is the sole manager of KVA Seed B. Each of KVA Seed B, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV Seed B, and each of KVA Seed B, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV Seed B. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its respective pecuniary interests therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
F2 Consists of securities held of record by Khosla Ventures Seed B (CF), L.P. ("KV Seed B (CF)"), of which KVA Seed B is the general partner. Vinod Khosla is the managing member of VK Services, which is the sole manager of KVA Seed B. Each of KVA Seed B, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV Seed B (CF), and each of KVA Seed B, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV Seed B (CF). Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its respective pecuniary interests therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
F3 Consists of securities held of record by Khosla Ventures V, L.P. ("KV V"), of which Khosla Ventures Associates V, LLC ("KVA V") is the general partner. Vinod Khosla is the managing member of VK Services, which is the sole manager of KVA V. Each of KVA V, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV V, and each of KVA V, VK Services, and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV V. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interests therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
F4 Each earnout right represents a contingent right (based on the Reporting Person's ownership of common stock) to receive one share of the Issuer's common stock. The earnout rights were issued in connection with a business combination of the Issuer (the "Business Combination"). The earnout rights vest upon the Issuer's common stock achieving a closing price per share equal to or greater than $20.00 for a period of at least 20 trading days out of 30 consecutive trading days during the period commencing on the 90th day following August 25, 2021 and ending on the 180th day following August 25, 2021. If the target closing price of the common stock is not achieved during such period, the earnout rights will be forfeited. The Reporting Person's right to receive additional shares of common stock pursuant to this earnout right became fixed and irrevocable on August 25, 2021, the effective date of the Business Combination.