SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person* Bessemer Venture Partners VIII L.P. (Last) (First) (Middle) C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVE., SUITE 104 (Street) LARCHMONT NY 10538 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/25/2021	3. Issuer Name and Ticker or Trading Symbol Rocket Lab USA, Inc. [ RKLB ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	81,450,954(1)	I	See footnotes(1)(2)(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Earnout Rights (Common Stock)	(4)	(4)	Common Stock	6,581,983(4)(5)	(4)	I	See footnotes(2)(3)(4)(5)

1. Name and Address of Reporting Person* Bessemer Venture Partners VIII L.P. (Last) (First) (Middle) C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVE., SUITE 104 (Street) LARCHMONT NY 10538 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Bessemer Venture Partners VIII Institutional L.P. (Last) (First) (Middle) C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVE., SUITE 104 (Street) LARCHMONT NY 10538 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Deer VIII & Co. L.P. (Last) (First) (Middle) C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVE., SUITE 104 (Street) LARCHMONT NY 10538 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Deer VIII & Co. Ltd. (Last) (First) (Middle) C/O BESSEMER VENTURE PARTNERS 1865 PALMER AVE., SUITE 104 (Street) LARCHMONT NY 10538 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. As of the date hereof, Bessemer Venture Partners VIII Institutional L.P. ("BVP VIII Inst") and Bessemer Venture Partners VIII, L.P. ("BVP VIII", and together with BVP VIII Inst referred to collectively, the "Funds") own 44,472,226 shares of Common Stock and 36,978,728 shares of Common Stock, respectively.

2. Deer VIII & Co. Ltd. ("Deer Ltd.") is the general partner of Deer VIII & Co. L.P. ("Deer L.P."), which is the general partner of each of the Funds. Deer Ltd. and Deer L.P. disclaim beneficial ownership of the securities held by the Funds, and this report shall not be deemed an admission that Deer Ltd. and Deer L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the Funds.

3. David Cowan is a director of Deer Ltd. and was elected as a member of the board of directors of the Issuer effective immediately following the Second Effective Time as defined in that Agreement and Plan of Merger, dated March 1, 2021, and amended by Amendment No. 1 thereto, dated May 7, 2021 and Amendment No. 2 thereto, dated June 25, 2021, by and among the Issuer, Rocket Lab USA, Inc. and Prestige USA Merger Sub, Inc. The shares of Issuer Common Stock and earnouts rights described in footnotes (1) and (5), respectively, were acquired by the Funds prior to Mr. Cowan joining the board of directors of the Issuer.

4. Each earnout right represents a contingent right to receive one share of the Issuer's Common Stock. The earnout rights vest upon the Issuer's Common Stock achieving a closing price per share equal to or greater than $20.00 for a period of at least 20 trading days out of 30 consecutive trading days during the period commencing on the 90th day following August 25, 2021 and ending on the 180th day following August 25, 2021. If the target closing stock price is not achieved during such period, the earnout rights will be forfeited.

5. As of the date hereof, BVP VIII Inst and BVP VIII hold the right to acquire 3,593,763 and 2,988,220 shares, respectively, of the Issuer's Common Stock upon the satisfaction of the earnout right vesting conditions described in footnote (4) above.

Remarks:

	/s/ Scott Ring, General Counsel, Deer VIII & Co. Ltd., the General Partner of Deer VIII & Co. L.P., the General Partner of Bessemer Venture Partners VIII L.P.	09/07/2021
	/s/ Scott Ring, General Counsel, Deer VIII & Co. Ltd., the General Partner of Deer VIII & Co. L.P., the General Partner of Bessemer Venture Partners VIII Institutional L.P.	09/07/2021
	/s/ Scott Ring, General Counsel, Deer VIII & Co. Ltd., the General Partner of Deer VIII & Co. L.P.	09/07/2021
	/s/ Scott Ring, General Counsel, Deer VIII & Co. Ltd.	09/07/2021
	** Signature of Reporting Person	Date
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