Rocket Lab USA Inc.

01/10/2025 | Press release | Distributed by Public on 01/10/2025 16:58

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Beck Peter
2. Issuer Name and Ticker or Trading Symbol
Rocket Lab USA, Inc. [RKLB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, CEO and Chairman
(Last) (First) (Middle)
C/O ROCKET LAB USA, INC., 3881 MCGOWEN STREET 		3. Date of Earliest Transaction (Month/Day/Year)
01/07/2025
(Street)
LONG BEACH, CA 90808 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/07/2025 D 50,951,250 D (1) 0 I By Trust(2)
Common Stock 789,373 D
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Participating Preferred Stock (3)(4) 01/07/2025 A 50,951,250 (3)(4) (3)(4) Common Stock 50,951,250 (1) 50,951,250 I By Trust(2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Beck Peter
C/O ROCKET LAB USA, INC.
3881 MCGOWEN STREET
LONG BEACH, CA 90808 		X X President, CEO and Chairman
Beck Kerryn
C/O ROCKET LAB USA, INC.
3881 MCGOWEN STREET
LONG BEACH, CA 90808 		X
Butler Warren
C/O ROCKET LAB USA, INC.
3881 MCGOWEN STREET
LONG BEACH, CA 90808 		X
Equatorial Trust
C/O ROCKET LAB USA, INC.
3881 MCGOWEN STREET
LONG BEACH, CA 90808 		X
Peek Street Equatorial Trustee Ltd
C/O ROCKET LAB USA, INC.
3881 MCGOWEN STREET
LONG BEACH, CA 90808 		X

Signatures

/s/ Adam Spice, as Attorney-in-Fact for Peter Beck 01/10/2025
**Signature of Reporting Person Date
/s/ Adam Spice, as Attorney-in-Fact for Kerryn Beck 01/10/2025
**Signature of Reporting Person Date
/s/ Adam Spice, as Attorney-in-Fact for Warren Butler 01/10/2025
**Signature of Reporting Person Date
/s/ Adam Spice, as Attorney-in-Fact for Equatorial Trust 01/10/2025
**Signature of Reporting Person Date
/s/ Adam Spice, as Attorney-in-Fact for Peek Street Equatorial Trustee Limited 01/10/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On January 7, 2025, the Equatorial Trust (the "Trust"), a family trust settled by Peter Beck and Kerryn Beck, disposed of 50,951,250 shares of common stock, par value $0.0001 per share ("Common Stock") to the Issuer in exchange for 50,951,250 shares of Series A Convertible Participating Preferred Stock, $0.0001 par value per share ("Series A Preferred Stock"), pursuant to the terms of the Exchange Agreement, dated December 3, 2024, between the Issuer and the Trust, approved by the Issuer's Board of Directors.
(2) These shares are held directly by the Trust, a family trust settled by Peter Beck and Kerryn Beck. Peek Street Equatorial Trustee Limited (the "Trustee") is the trustee of the Trust and each of Peter Beck, Kerryn Beck and Warren Butler serve as a director of the Trustee with shared voting and investment control of the shares and, as a result, the Trustee and each such individual is deemed to be an indirect beneficial owner of these securities. Each reporting person disclaims beneficial ownership of these securities, except to the extent, if any, of his, her or its pecuniary interest therein, and the filing of this Form 4 is not an admission that any reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
(3) Each share of Series A Preferred Stock is convertible into one share of Common Stock at any time at the option of the holder, subject to certain adjustments such as in connection with stock dividends, distributions, stock splits and stock combinations.
(4) Each share of Series A Preferred Stock held by the Trust will automatically convert into one share of Common Stock, upon the earliest to occur of (a) any sale, assignment, transfer, conveyance, hypothecation or other transfer or disposition of such share of Series A Preferred Stock, except for certain permitted transfers described in the Issuer's amended and restated certificate of incorporation, as amended; (b) the first date on which Peter Beck shall no longer serve as the Chief Executive Officer or such other executive officer position of the Issuer as approved by its Board of Directors; (c) the death or permanent disability of Peter Beck; or (d) the first date on which the outstanding shares of Series A Preferred Stock no longer represent at least 5% of the beneficial ownership of the Issuer's outstanding Common Stock.
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