0000899243-21-035177.txt : 20210903 0000899243-21-035177.hdr.sgml : 20210903 20210903182303 ACCESSION NUMBER: 0000899243-21-035177 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210825 FILED AS OF DATE: 20210903 DATE AS OF CHANGE: 20210903 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KHOSLA VINOD CENTRAL INDEX KEY: 0001032453 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39560 FILM NUMBER: 211237766 MAIL ADDRESS: STREET 1: 2128 SAND HILL RD CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VK Services, LLC CENTRAL INDEX KEY: 0001501927 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39560 FILM NUMBER: 211237767 BUSINESS ADDRESS: STREET 1: 2128 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: (650) 376-8510 MAIL ADDRESS: STREET 1: 2128 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KHOSLA VENTURES SEED B, L.P. CENTRAL INDEX KEY: 0001551426 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39560 FILM NUMBER: 211237772 BUSINESS ADDRESS: STREET 1: 2128 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-376-8500 MAIL ADDRESS: STREET 1: 2128 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Khosla Ventures Seed Associates B, LLC CENTRAL INDEX KEY: 0001845461 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39560 FILM NUMBER: 211237770 BUSINESS ADDRESS: STREET 1: 2128 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-376-8500 MAIL ADDRESS: STREET 1: 2128 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Khosla Ventures Associates V, LLC CENTRAL INDEX KEY: 0001611145 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39560 FILM NUMBER: 211237768 BUSINESS ADDRESS: STREET 1: 2128 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-376-8500 MAIL ADDRESS: STREET 1: 2128 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Khosla Ventures V, L.P. CENTRAL INDEX KEY: 0001611146 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39560 FILM NUMBER: 211237769 BUSINESS ADDRESS: STREET 1: 2128 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-376-8500 MAIL ADDRESS: STREET 1: 2128 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KHOSLA VENTURES SEED B (CF), L.P. CENTRAL INDEX KEY: 0001551427 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39560 FILM NUMBER: 211237771 BUSINESS ADDRESS: STREET 1: 2128 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-376-8500 MAIL ADDRESS: STREET 1: 2128 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Rocket Lab USA, Inc. CENTRAL INDEX KEY: 0001819994 STANDARD INDUSTRIAL CLASSIFICATION: GUIDED MISSILES & SPACE VEHICLES & PARTS [3760] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3881 MCGOWEN STREET CITY: LONG BEACH STATE: CA ZIP: 90808 BUSINESS PHONE: 714-465-5737 MAIL ADDRESS: STREET 1: 3881 MCGOWEN STREET CITY: LONG BEACH STATE: CA ZIP: 90808 FORMER COMPANY: FORMER CONFORMED NAME: Vector Acquisition Corp DATE OF NAME CHANGE: 20200803 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-08-25 0 0001819994 Rocket Lab USA, Inc. RKLB 0001551426 KHOSLA VENTURES SEED B, L.P. 2128 SAND HILL ROAD MENLO PARK CA 94025 0 0 1 0 0001551427 KHOSLA VENTURES SEED B (CF), L.P. 2128 SAND HILL ROAD MENLO PARK CA 94025 0 0 1 0 0001845461 Khosla Ventures Seed Associates B, LLC 2128 SAND HILL ROAD MENLO PARK CA 94025 0 0 1 0 0001611146 Khosla Ventures V, L.P. 2128 SAND HILL ROAD MENLO PARK CA 94025 0 0 1 0 0001611145 Khosla Ventures Associates V, LLC 2128 SAND HILL ROAD MENLO PARK CA 94025 0 0 1 0 0001501927 VK Services, LLC 2128 SAND HILL ROAD MENLO PARK CA 94025 0 0 1 0 0001032453 KHOSLA VINOD 2128 SAND HILL ROAD MENLO PARK CA 94025 0 0 1 0 Common Stock 53762806 I See footnote Common Stock 3051809 I See footnote Common Stock 58190180 I See footnote Earnout Rights (Common Stock) Common Stock 4344527 I See footnote Earnout Rights (Common Stock) Common Stock 246614 I See footnote Earnout Rights (Common Stock) Common Stock 4702300 I See footnote Consists of securities held of record by Khosla Ventures Seed B, L.P. ("KV Seed B"), of which Khosla Ventures Seed Associates B, LLC ("KVA Seed B") is the general partner. Vinod Khosla is the managing member of VK Services, LLC ("VK Services"), which is the sole manager of KVA Seed B. Each of KVA Seed B, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV Seed B, and each of KVA Seed B, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV Seed B. Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its respective 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. Consists of securities held of record by Khosla Ventures Seed B (CF), L.P. ("KV Seed B (CF)"), of which KVA Seed B is the general partner. Vinod Khosla is the managing member of VK Services, which is the sole manager of KVA Seed B. Each of KVA Seed B, VK Services and Vinod Khosla may be deemed to possess voting and investment control over such securities held by KV Seed B (CF), and each of KVA Seed B, VK Services and Vinod Khosla may be deemed to have indirect beneficial ownership of such securities held by KV Seed B (CF). Each Reporting Person disclaims beneficial ownership of such shares except to the extent of his or its respective 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. Consists of securities held of record by Khosla Ventures V, L.P. ("KV V"), of which Khosla Ventures Associates V, LLC ("KVA V") is the general partner. Vinod Khosla is the managing member of 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. Each earnout right represents a contingent right (based on the Reporting Person's ownership of common stock) to receive one share of the Issuer's common stock. The earnout rights were issued in connection with a business combination of the Issuer (the "Business Combination"). 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 price of the common stock is not achieved during such period, the earnout rights will be forfeited. The Reporting Person's right to receive additional shares of common stock pursuant to this earnout right became fixed and irrevocable on August 25, 2021, the effective date of the Business Combination. /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 Seed Associates B, LLC, in its capacity as general partner of Khosla Ventures Seed B, L.P. 2021-09-03 /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 Seed Associates B, LLC, in its capacity as general partner of Khosla Ventures Seed B (CF), L.P. 2021-09-03 /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 Seed Associates B, LLC 2021-09-03 /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. 2021-09-03 /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 2021-09-03 /s/ John J. Demeter, as attorney in fact for Vinod Khosla, as Managing Member of VK Services, LLC 2021-09-03 /s/ John J. Demeter, as attorney in fact for Vinod Khosla 2021-09-03