SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Ocko Matthew

(Last)

(First)

(Middle)

C/O ROCKET LAB USA, INC.

3881 MCGOWEN STREET

(Street)

LONG BEACH

90808

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2024

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

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.

	/s/ Adam Spice, as Attorney-in-Fact for Matthew Ocko	11/18/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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