David J/Ca Cowan - Jun 23, 2022 Form 4 Insider Report for Rocket Lab USA, Inc. (RKLB)

Role: Director
Signature: /s/ Adam Spice, as Attorney-in-Fact for David Cowan
Stock symbol: RKLB
Transactions as of: Jun 23, 2022
Transactions value $: $0
Form type: 4
Date filed: 6/27/2022, 09:42 PM
Previous filing: Jun 14, 2022
Next filing: Jun 20, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RKLB	Common Stock	Award	$0	+38.1K	+14.87%	$0.00	294K	Jun 23, 2022	Direct	F1, F2
holding	RKLB	Common Stock						199K	Jun 23, 2022	See footnote	F3
holding	RKLB	Common Stock						0	Jun 23, 2022	See footnotes	F4, F5

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

Explanation of Responses:

Id	Content
F1	Represents restricted stock units ("RSUs") granted to David Cowan under the Rocket Lab USA, Inc. Amended and Restated Non-Employee Director Compensation Policy. Such RSUs will vest in full on the earlier of (i) the one-year anniversary of the grant date or (ii) the next Annual Meeting of Stockholders. The RSUs were granted on June 23, 2022. The Reporting Person has agreed to assign to Deer Management Co. LLC the right to any shares issuable pursuant to this grant or any proceeds from the sale thereof.
F2	Includes 256,220 shares received from in-kind partnership distributions for no consideration since the Reporting Person's last required report.
F3	Consists of 79,881 shares held by David Cowan Partners II and 119,203 shares held by Cowan Family trust received from in-kind partnership distributions for no consideration since the Reporting Person's last required report.
F4	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 37,803,531 shares of Common Stock and 31,433,700 shares of Common Stock, respectively.
F5	The Reporting Person is a director of Deer VIII & Co. Ltd. ("Deer Ltd."), which is the general partner of Deer VIII & Co. L.P. ("Deer L.P."), which is the general partner of each of the Funds. The Reporting Person disclaims beneficial ownership of the securities held by the Funds, except to the extent of his pecuniary interest, if any, in such securities by virtue of his interest in Deer Ltd. and Deer L.P. and his indirect limited partnership interest in the Funds. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities.