0001209191-22-018216.txt : 20220311
0001209191-22-018216.hdr.sgml : 20220311
20220311171539
ACCESSION NUMBER: 0001209191-22-018216
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20220302
FILED AS OF DATE: 20220311
DATE AS OF CHANGE: 20220311
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Naidu Taryn Jogi
CENTRAL INDEX KEY: 0001519257
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40140
FILM NUMBER: 22734063
MAIL ADDRESS:
STREET 1: C/O DEMAND MEDIA, INC.
STREET 2: 1299 OCEAN AVENUE, FIFTH FLOOR
CITY: SANTA MONICA
STATE: CA
ZIP: 90401
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Rigetti Computing, Inc.
CENTRAL INDEX KEY: 0001838359
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 775 HEINZ AVENUE
CITY: BERKELEY
STATE: CA
ZIP: 94710
BUSINESS PHONE: (510) 210-5550
MAIL ADDRESS:
STREET 1: 775 HEINZ AVENUE
CITY: BERKELEY
STATE: CA
ZIP: 94710
FORMER COMPANY:
FORMER CONFORMED NAME: Supernova Partners Acquisition Co II, Ltd.
DATE OF NAME CHANGE: 20201230
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2022-03-02
0
0001838359
Rigetti Computing, Inc.
RGTI
0001519257
Naidu Taryn Jogi
C/O RIGETTI COMPUTING, INC.
775 HEINZ AVENUE
BERKELEY
CA
94710
0
1
0
0
Chief Operating Officer
Common Stock
915355
D
Employee Stock Option (right to buy)
0.272
2030-05-21
Common Stock
647032
D
Employee Stock Option (right to buy)
0.272
2029-04-03
Common Stock
157397
D
Warrant (right to buy)
0.13
2030-02-18
Common Stock
22245
D
Includes 716,281 shares issued pursuant to restricted stock unit ("RSU") grants. 378,082 RSUs vested or shall vest in 48 equal monthly installments commencing May 21, 2021 and 338,199 RSUs vested or shall vest (i) 50% in 12 equal monthly installments on the last day of each month commencing February 28, 2022 and (ii) 50% vested or shall vest in 48 equal monthly installments on the last day of each month commencing February 28, 2022. All vesting is subject to the Reporting Person's continuous service with the Issuer on each such date.
The securities reported herein were acquired by the Reporting Person prior to the Reporting Person becoming an executive officer of the Issuer. The Reporting Person was appointed as an executive officer of the Issuer effective immediately after the effective time of the Second Merger as defined in that Agreement and Plan of Merger, dated as of October 6, 2021, as amended on December 23, 2021 and January 10, 2022 (the "Merger Agreement"), by and among the Issuer, Supernova Merger Sub, Inc., Supernova Romeo Merger Sub, LLC, and Rigetti Holdings, Inc.
6.99996% of this option vested and became exercisable on February 18, 2020, with the remainder vesting in 48 equal monthly installments thereafter, subject to the Reporting Person's continuous service with the Issuer on each such date.
20% of this option vested and became exercisable on March 18, 2020, with the remainder vesting in 48 equal monthly installments thereafter, subject to the Reporting Person's continuous service with the Issuer on each such date.
Immediately exercisable.
Exhibit List - Exhibit 24 - Power of Attorney
/s/ Rick Danis, Attorney-in-Fact
2022-03-11
EX-24
2
poa.txt
POA DOCUMENT
Exhibit 24
POWER OF ATTORNEY
(For Executing Form ID and Forms 3, 4 and 5)
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Rick Danis and Brian Sereda of Rigetti Computing, Inc. (the
"Company"), signing individually, the undersigned's true and lawful attorneys-in
fact and agents to:
(1) Prepare, execute in the undersigned's name and on the undersigned's behalf,
and submit to the Securities and Exchange Commission (the "SEC") Form ID and
Forms 3, 4 and 5 (including amendments thereto and joint filing agreements in
connection therewith) in accordance with Section 16(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the rules thereunder
in the undersigned's capacity as an officer, director or beneficial owner of
more than 10% of a registered class of securities of the Company;
(2) Do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to prepare and execute any such Forms 3, 4 or 5
(including amendments thereto and joint filing agreements in connection
therewith) and file such forms with the SEC and any stock exchange,
self-regulatory association or any similar authority; and
(3) Take any other action of any type whatsoever in connection with the
foregoing that, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required of the undersigned, it being
understood that the documents executed by the attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as the attorney-in-fact may approve in the
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney in fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney in fact, or such attorney
in fact's substitute or substitutes, shall lawfully do or cause to be done by
virtue of this power of attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorneys-in-fact, and their
substitutes, in serving in such capacity at the request of the undersigned, are
not assuming (nor is the Company assuming) any of the undersigned's
responsibilities to comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the earliest
to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5
with respect to the undersigned's holdings of and transactions in securities
issued by the Company, (b) revocation by the undersigned in a signed writing
delivered to the Company and the foregoing attorneys-in fact or (c) as to any
attorney-in-fact individually, until such attorney-in-fact is no longer employed
by the Company, as applicable.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of the date written below.
Date: March 7, 2022
/s/ Taryn Naidu
Taryn Naidu