07/07/2025 | Press release | Distributed by Public on 07/07/2025 18:34
FORM 4
|
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 |
|
|
|||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Khosla Ventures V, L.P. 2128 SAND HILL ROAD MENLO PARK, CA 94025 |
X | |||
Khosla Ventures Associates V, LLC 2128 SAND HILL ROAD MENLO PARK, CA 94025 |
X | |||
VK Services, LLC 2128 SAND HILL ROAD MENLO PARK, CA 94025 |
X | |||
KHOSLA VINOD 2128 SAND HILL ROAD MENLO PARK, CA 94025 |
X |
/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates V, LLC, in its capacity as general partner of Khosla Ventures V, L.P. | 07/07/2025 | |
**Signature of Reporting Person | Date | |
/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC, in its capacity as Manager of Khosla Ventures Associates V, LLC | 07/07/2025 | |
**Signature of Reporting Person | Date | |
/s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC | 07/07/2025 | |
**Signature of Reporting Person | Date | |
/s/ John J. Demeter, as attorney in fact for Vinod Khosla | 07/07/2025 | |
**Signature of Reporting Person | Date |
* | 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 July 2, 2025, 2,000,000 shares of Common Stock held by Khosla Ventures V, L.P. ("KV V") were distributed to the limited partners and general partners of KV V in a pro rata distribution for no consideration. Of such distributed shares, 747,699 shares of Common Stock were received by Khosla Ventures Associates V, LLC ("KVA V"). |
(2) | Consists of securities held of record by KV V, of which KVA V is the general partner. Vinod Khosla is the managing member of VK Services, LLC ("VK Services"), which is the sole manager of KVA V. Each of KVA V, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV V, and each of KVA V, VK Services, and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV V. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its pecuniary interests therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes. |
(3) | Of the shares distributed by KV V to KVA V, all of such shares were subsequently distributed by KVA V to the underlying members of KVA V. Of such distributed shares, 487,789 shares of Common Stock were received by VK Services. As a result of such distributions, VK Services is now the record owner of 30,146,841 shares of Common Stock, and KVA V is the record owner of no shares of Common Stock. |
Remarks: On May 23, 2025, Rocket Lab Corporation became the successor of Rocket Lab USA, Inc. pursuant to a merger. The merger resulted in Rocket Lab Corporation's becoming a parent holding company of Rocket Lab USA, Inc. but did not alter the proportionate interests of security holders. |