Rocket Lab USA Inc.

11/18/2024 | Press release | Distributed by Public on 11/18/2024 18:30

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 *
Ocko Matthew
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 _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ROCKET LAB USA, INC., 3881 MCGOWEN STREET 		3. Date of Earliest Transaction (Month/Day/Year)
11/14/2024
(Street)
LONG BEACH, CA 90808 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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 11/14/2024 S 578,215 D $17.7262(1) 2,351,135 I See footnote(2)
Common Stock 11/14/2024 S 1,421,785 D $17.7262(1) 5,781,250 I See footnote(3)
Common Stock 11/15/2024 S 973,192 D $18.2143(4) 1,377,943 I See footnote(2)
Common Stock 11/15/2024 S 2,393,001 D $18.2143(4) 3,388,249 I See footnote(3)
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)
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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ocko Matthew
C/O ROCKET LAB USA, INC.
3881 MCGOWEN STREET
LONG BEACH, CA 90808 		X

Signatures

/s/ Adam Spice, as Attorney-in-Fact for Matthew Ocko 11/18/2024
**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) The price reported in column 4 is a weighted average price of the aggregate number of shares sold. These shares were sold in multiple transactions with 1,782,427 shares sold at prices ranging from $17.2800 to $18.2700, 197,712 shares sold at prices ranging from $18.2800 to $19.2500 and 19,861 shares sold at prices ranging from $19.3000 to $19.6600, inclusive. The Reporting Person undertakes to provide to Rocket Lab USA, Inc. (the "Issuer"), any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
(2) Represents securities held of record by Data Collective IV, L.P. ("DCVC IV"). Data Collective IV GP, LLC ("DCVC IV GP") is the general partner of DCVC IV and has sole voting and dispositive power with regard to the securities held by DCVC IV. The Reporting Person is a managing member of DCVC IV GP and shares voting and dispositive power with respect to the securities held by DCVC IV. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of such securities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities, except to the extent of his indirect pecuniary interest therein, if any.
(3) Represents securities held of record by DCVC Opportunity Fund II, L.P. ("DCVC Opportunity Fund II"). DCVC Opportunity Fund II GP, LLC ("DCVC Opportunity Fund II GP") is the general partner of DCVC Opportunity Fund II and has sole voting and dispositive power with regard to the securities held by DCVC Opportunity Fund II. The Reporting Person is a managing member of DCVC Opportunity Fund II GP and shares voting and dispositive power with respect to the securities held by DCVC Opportunity Fund II. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of such securities and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities, except to the extent of his indirect pecuniary interest therein, if any.
(4) The price reported in column 4 is a weighted average price of the aggregate number of shares sold. These shares were sold in multiple transactions with 1,067,717 shares sold at prices ranging from $16.8800 to $17.8750, 1,893,911 shares sold at prices ranging from $17.8800 to $18.8750 and 404,565 shares sold at prices ranging from $19.0000 to $19.4750, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.