Subodh K. Kulkarni - Dec 12, 2022 Form 4 Insider Report for Rigetti Computing, Inc. (RGTI)

Role: President and CEO
Signature: /s/ Rick Danis, Attorney-in-Fact
Stock symbol: RGTI
Transactions as of: Dec 12, 2022
Transactions value $: $0
Form type: 4
Date filed: 12/14/2022, 03:24 PM
Previous filing: Nov 4, 2022
Next filing: Nov 27, 2023

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
transaction	RGTI	Employee Stock Option (right to buy)	Award	$0	+1.25M		$0.00	1.25M	Dec 12, 2022	Common Stock	1.25M	$0.96	Direct	F1
transaction	RGTI	Employee Stock Option (right to buy)	Award	$0	+500K		$0.00	500K	Dec 12, 2022	Common Stock	500K	$0.96	Direct	F2

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

Explanation of Responses:

Id	Content
F1	One-third (1/3rd) of the shares subject to the option vest on December 12, 2023, and the remaining shares subject to the option shall vest in twenty-four (24) equal monthly installments thereafter, subject to the Reporting Person's continuous service through each such vesting date (the "time-based vesting requirement").
F2	The option is subject to the aforementioned time-based vesting requirement and a performance-based vesting requirement. The performance-based vesting requirement uses the Issuer's stock price as vesting hurdles over a five-year period. There are two vesting hurdles at $5 and $10 per share, with each hurdle price applying to 50% of the shares underlying the option granted. A hurdle is met when the Issuer's closing trading stock price equals or exceeds the hurdle amount for any twenty (20) trading days during any consecutive thirty (30) trading day period. To the extent that the performance-based vesting requirement is satisfied prior to the termination of the Reporting Person's continuous service, the option will vest and become exercisable without regard to the time-based vesting requirement. The option will not vest and become exercisable unless and until the performance-based vesting requirement has been satisfied, even if the time-based vesting requirement has been satisfied.

Content

One-third (1/3rd) of the shares subject to the option vest on December 12, 2023, and the remaining shares subject to the option shall vest in twenty-four (24) equal monthly installments thereafter, subject to the Reporting Person's continuous service through each such vesting date (the "time-based vesting requirement").

The option is subject to the aforementioned time-based vesting requirement and a performance-based vesting requirement. The performance-based vesting requirement uses the Issuer's stock price as vesting hurdles over a five-year period. There are two vesting hurdles at $5 and $10 per share, with each hurdle price applying to 50% of the shares underlying the option granted. A hurdle is met when the Issuer's closing trading stock price equals or exceeds the hurdle amount for any twenty (20) trading days during any consecutive thirty (30) trading day period. To the extent that the performance-based vesting requirement is satisfied prior to the termination of the Reporting Person's continuous service, the option will vest and become exercisable without regard to the time-based vesting requirement. The option will not vest and become exercisable unless and until the performance-based vesting requirement has been satisfied, even if the time-based vesting requirement has been satisfied.