Shaun O'Donnell - Aug 25, 2021 Form 3 Insider Report for Rocket Lab USA, Inc. (RKLB)

Role
EVP - Global Operations
Signature
/s/ Robert M.P. Hurwitz, as Attorney-in-Fact for Shaun O'Donnell
Stock symbol
RKLB
Transactions as of
Aug 25, 2021
Transactions value $
$0
Form type
3
Date filed
9/7/2021, 06:03 PM
Next filing
Sep 9, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding RKLB Common Stock 181K Aug 25, 2021 Direct

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 1.72M $1.09 Direct F1
holding RKLB Restricted Stock Units Aug 25, 2021 Common Stock 725K Direct F2
holding RKLB Earnout Rights (common stock) Aug 25, 2021 Common Stock 14.6K Direct F3
holding RKLB Earnout Rights (option) Aug 25, 2021 Common Stock 139K Direct F4
holding RKLB Earnout Rights (restricted stock units) Aug 25, 2021 Common Stock 58.6K Direct F5
* 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 August 3, 2018. 1/48 of the shares subject to the stock option vest on a monthly basis each month following the first anniversary of the vesting commencement date, subject to the reporting person's continued service relationship through each applicable vesting date.
F2 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 1/16 of the RSUs vesting at the end of each calendar quarter beginning June 30, 2019. 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 June 6, 2026.
F3 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 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 stock price is not achieved during such period, the earnout rights will be forfeited.
F4 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.
F5 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