Bessemer Venture Partners VIII L.P. - Aug 25, 2021 Form 3 Insider Report for Rocket Lab USA, Inc. (RKLB)

Role: 10%+ Owner
Signature: /s/ Scott Ring, General Counsel, Deer VIII & Co. Ltd., the General Partner of Deer VIII & Co. L.P., the General Partner of Bessemer Venture Partners VIII L.P.
Stock symbol: RKLB
Transactions as of: Aug 25, 2021
Transactions value $: $0
Form type: 3
Date filed: 9/7/2021, 09:50 PM
Previous filing: Jul 27, 2021
Next filing: Sep 21, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	RKLB	Common Stock						81.5M	Aug 25, 2021	See footnotes	F1, F2, 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	6.58M		See footnotes	F2, F3, F4, F5

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

Explanation of Responses:

Id	Content
F1	As of the date hereof, Bessemer Venture Partners VIII Institutional L.P. ("BVP VIII Inst") and Bessemer Venture Partners VIII, L.P. ("BVP VIII", and together with BVP VIII Inst referred to collectively, the "Funds") own 44,472,226 shares of Common Stock and 36,978,728 shares of Common Stock, respectively.
F2	Deer VIII & Co. Ltd. ("Deer Ltd.") is the general partner of Deer VIII & Co. L.P. ("Deer L.P."), which is the general partner of each of the Funds. Deer Ltd. and Deer L.P. disclaim beneficial ownership of the securities held by the Funds, and this report shall not be deemed an admission that Deer Ltd. and Deer L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the Funds.
F3	David Cowan is a director of Deer Ltd. and was elected as a member of the board of directors of the Issuer effective immediately following the Second Effective Time as defined in that Agreement and Plan of Merger, dated March 1, 2021, and amended by Amendment No. 1 thereto, dated May 7, 2021 and Amendment No. 2 thereto, dated June 25, 2021, by and among the Issuer, Rocket Lab USA, Inc. and Prestige USA Merger Sub, Inc. The shares of Issuer Common Stock and earnouts rights described in footnotes (1) and (5), respectively, were acquired by the Funds prior to Mr. Cowan joining the board of directors of the Issuer.
F4	Each earnout right represents a contingent right 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.
F5	As of the date hereof, BVP VIII Inst and BVP VIII hold the right to acquire 3,593,763 and 2,988,220 shares, respectively, of the Issuer's Common Stock upon the satisfaction of the earnout right vesting conditions described in footnote (4) above.