Khosla Ventures Seed B, L.P. - Mar 14, 2022 Form 4 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: Mar 14, 2022
Transactions value $: $0
Form type: 4
Date filed: 3/16/2022, 06:45 PM
Previous filing: Oct 5, 2021
Next filing: May 19, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RKLB	Common Stock	Other	$0	-5.38M	-10%	$0.00	48.4M	Mar 14, 2022	See footnote	F1, F2
transaction	RKLB	Common Stock	Other	$0	-305K	-10%	$0.00	2.75M	Mar 14, 2022	See footnote	F3, F4, F5
transaction	RKLB	Common Stock	Other	$0	-5.82M	-10%	$0.00	52.4M	Mar 14, 2022	See footnote	F6, F7, F8

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

Explanation of Responses:

Id	Content
F1	On March 14, 2022, 5,376,280 shares of Common Stock held by Khosla Ventures Seed B, L.P. ("KV Seed B") were distributed to the limited partners and general partners of KV Seed B in a pro rata distribution for no consideration. Of such distributed shares, 2,625,140 shares of Common Stock were received by Khosla Ventures Seed Associates B, LLC ("KVA Seed B").
F2	Consists of securities held of record by KV Seed B, of which 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.
F3	On March 14, 2022, 305,180 shares of Common Stock held by Khosla Ventures Seed B (CF), L.P. ("KV Seed B (CF)") were distributed to the limited partners and general partners of KV Seed B (CF) in pro rata distributions for no consideration. Of such distributed shares, 104,628 shares of Common Stock were received by KVA Seed B.
F4	Consists of securities held of record by 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.
F5	Of the shares distributed by each of KV Seed B and KV Seed B (CF) to KVA Seed B, all of such shares were subsequently distributed by KVA Seed B to the underlying members of KVA Seed B. Of such distributed shares, 2,009,534 shares of Common Stock were received by VK Services.
F6	On March 14, 2022, 5,819,018 shares of Common Stock held by Khosla Ventures V, L.P. ("KV V") were distributed to the limited partners and general partners of KV V in a pro rata distribution for no consideration. Of such distributed shares, 2,018,115 shares of Common Stock were received by Khosla Ventures Associates V, LLC ("KVA V").
F7	Consists of securities held of record by KV V, of which 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.
F8	Of the shares distributed by KV V to KVA V, all of such shares were subsequently distributed by KVA V to the underlying members of KVA V. Of such distributed shares, 1,349,766 shares of Common Stock were received by VK Services. As a result of such distributions, and those distributions made by KVA Seed B to VK Services, VK Services is now the record owner of 3,359,300 shares of Common Stock and each of KVA Seed B and KVA V is the record owner of 0 shares of Common Stock.