David J/Ca Cowan - Mar 2, 2022 Form 3 Insider Report for Rigetti Computing, Inc. (RGTI)

Role: Director
Signature: /s/ Rick Danis, Attorney-in-Fact
Stock symbol: RGTI
Transactions as of: Mar 2, 2022
Transactions value $: $0
Form type: 3
Date filed: 3/11/2022, 04:06 PM
Previous filing: Oct 12, 2021
Next filing: Jun 14, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	RGTI	Common Stock						0	Mar 2, 2022	See footnote	F1, F2

* 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 X Institutional L.P. ("BVP X Inst") and Bessemer Venture Partners X L.P. ("BVP X" and together with BVP X Inst, the "Funds") own 10,450,110 shares and 11,132,108 shares, respectively of Common Stock and such shares were acquired by the Funds prior to the Reporting Person joining the board of directors of the Issuer. The Reporting Person was elected as a member of the board of directors of the Issuer effective immediately after the effective time of the Second Merger as defined in that Agreement and Plan of Merger, dated as of October 6, 2021, as amended on December 23, 2021 and January 10, 2022 (the "Merger Agreement"), by and among the Issuer, Supernova Merger Sub, Inc., Supernova Romeo Merger Sub, LLC, and Rigetti Holdings, Inc.
F2	The Reporting Person is a director of Deer X & Co. Ltd ("Deer Ltd."), which is the general partner of Deer X & Co. L.P. ("Deer LP"), 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 LP 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.

Content

As of the date hereof, Bessemer Venture Partners X Institutional L.P. ("BVP X Inst") and Bessemer Venture Partners X L.P. ("BVP X" and together with BVP X Inst, the "Funds") own 10,450,110 shares and 11,132,108 shares, respectively of Common Stock and such shares were acquired by the Funds prior to the Reporting Person joining the board of directors of the Issuer. The Reporting Person was elected as a member of the board of directors of the Issuer effective immediately after the effective time of the Second Merger as defined in that Agreement and Plan of Merger, dated as of October 6, 2021, as amended on December 23, 2021 and January 10, 2022 (the "Merger Agreement"), by and among the Issuer, Supernova Merger Sub, Inc., Supernova Romeo Merger Sub, LLC, and Rigetti Holdings, Inc.

The Reporting Person is a director of Deer X & Co. Ltd ("Deer Ltd."), which is the general partner of Deer X & Co. L.P. ("Deer LP"), 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 LP 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.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney