Adam Spice - Aug 25, 2021 Form 3 Insider Report for Rocket Lab USA, Inc. (RKLB)

Role: Chief Financial Officer
Signature: /s/ Robert M.P. Hurwitz, as Attorney-in-Fact for Adam C. Spice
Stock symbol: RKLB
Transactions as of: Aug 25, 2021
Transactions value $: $0
Form type: 3
Date filed: 9/7/2021, 06:01 PM
Next filing: May 16, 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	Employee Stock Option (right to buy)							Aug 25, 2021	Common Stock	5.12M	$1.09	Direct	F1
holding	RKLB	Earnout Rights (option)							Aug 25, 2021	Common Stock	414K		Direct	F2

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

Explanation of Responses:

Id	Content
F1	The stock option was granted on August 3, 2018, and had a vesting commencement date of May 25, 2018. 1/4 of the shares subject to the stock option vest on the one year anniversary of the vesting commencement date, and 1/48 of the shares subject to the stock option vest on a monthly basis each month thereafter, subject, in each case, to the reporting person's continued service relationship through each applicable vesting date.
F2	Each earnout right represents a contingent right (based on the reporting person's ownership of stock options) 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 stock option 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, with no corresponding adjustment to the aggregate exercise price of such option. If the target closing stock price is not achieved during such period, the earnout rights will be forfeited.

Content

The stock option was granted on August 3, 2018, and had a vesting commencement date of May 25, 2018. 1/4 of the shares subject to the stock option vest on the one year anniversary of the vesting commencement date, and 1/48 of the shares subject to the stock option vest on a monthly basis each month thereafter, subject, in each case, to the reporting person's continued service relationship through each applicable vesting date.

Each earnout right represents a contingent right (based on the reporting person's ownership of stock options) 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 stock option 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, with no corresponding adjustment to the aggregate exercise price of such option. If the target closing stock price is not achieved during such period, the earnout rights will be forfeited.

Remarks:

Exhibit 24 - Power of Attorney