Griffin Michael D - Aug 25, 2021 Form 3 Insider Report for Rocket Lab USA, Inc. (RKLB)

Role: Director
Signature: /s/ Robert M.P. Hurwitz, as Attorney-in-Fact for Michael D. Griffin
Stock symbol: RKLB
Transactions as of: Aug 25, 2021
Transactions value $: $0
Form type: 3
Date filed: 9/7/2021, 06:00 PM
Next filing: Jun 27, 2022

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	Restricted Stock Units							Aug 25, 2021	Common Stock	608K		Direct	F1
holding	RKLB	Earnout Rights (restricted stock units)							Aug 25, 2021	Common Stock	49.2K		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each restricted stock unit ("RSU") represents a contingent right to receive one share of the issuer's common stock. The RSUs are subject to time-based vesting conditions, with 1/12 of the RSUs vesting every three months from July 30, 2020. The RSUs are also subject to liquidity-based vesting conditions, which will be satisfied upon the first to occur of (i) a sale event with respect to the issuer or (ii) the issuer's initial public offering, in either case, prior to the expiration date of July 30, 2027.
F2	Each earnout right represents a contingent right (based on the reporting person's ownership of RSUs) to receive one share of the issuer's common stock. 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 earnout rights vest, the reporting person's RSUs will be adjusted to relate to an additional number of shares of the issuer's common stock equal to the number of earnout rights that vest. If the target closing stock price is not achieved during such period, the earnout rights will be forfeited.

Content

Each restricted stock unit ("RSU") represents a contingent right to receive one share of the issuer's common stock. The RSUs are subject to time-based vesting conditions, with 1/12 of the RSUs vesting every three months from July 30, 2020. The RSUs are also subject to liquidity-based vesting conditions, which will be satisfied upon the first to occur of (i) a sale event with respect to the issuer or (ii) the issuer's initial public offering, in either case, prior to the expiration date of July 30, 2027.

Each earnout right represents a contingent right (based on the reporting person's ownership of RSUs) to receive one share of the issuer's common stock. 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 earnout rights vest, the reporting person's RSUs will be adjusted to relate to an additional number of shares of the issuer's common stock equal to the number of earnout rights that vest. If the target closing stock price is not achieved during such period, the earnout rights will be forfeited.

Remarks:

Exhibit 24 - Power of Attorney