Cathy L. McCarthy - 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, 04:13 PM
Previous filing: Aug 20, 2021
Next filing: Jun 15, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	RGTI	Common Stock						295K	Mar 2, 2022	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	Represents shares issued pursuant to a restricted stock unit ("RSU") grant. The RSU vests in equal annual installments over a period of four years commencing July 1, 2022, subject to the Reporting Person's continuous service with the Issuer on each such date.
F2	The securities reported herein were acquired by the Reporting Person 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.

Content

Represents shares issued pursuant to a restricted stock unit ("RSU") grant. The RSU vests in equal annual installments over a period of four years commencing July 1, 2022, subject to the Reporting Person's continuous service with the Issuer on each such date.

The securities reported herein were acquired by the Reporting Person 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.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney