0000899243-21-035274.txt : 20210907 0000899243-21-035274.hdr.sgml : 20210907 20210907180317 ACCESSION NUMBER: 0000899243-21-035274 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210825 FILED AS OF DATE: 20210907 DATE AS OF CHANGE: 20210907 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: O'Donnell Shaun CENTRAL INDEX KEY: 0001880855 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39560 FILM NUMBER: 211240283 MAIL ADDRESS: STREET 1: C/O ROCKET LAB USA, INC. STREET 2: 3881 MCGOWEN STREET CITY: LONG BEACH STATE: CA ZIP: 90808 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 0001880855 O'Donnell Shaun C/O ROCKET LAB USA, INC. 3881 MCGOWEN STREET LONG BEACH 90808 0 1 0 0 EVP - Global Operations Common Stock 180713 D Employee Stock Option (right to buy) 1.09 2028-08-03 Common Stock 1723908 D Restricted Stock Units Common Stock 724772 D Earnout Rights (common stock) Common Stock 14603 D Earnout Rights (option) Common Stock 139307 D Earnout Rights (restricted stock units) Common Stock 58568 D The stock option was granted on August 3, 2018, and had a vesting commencement date of August 3, 2018. 1/48 of the shares subject to the stock option vest on a monthly basis each month following the first anniversary of the vesting commencement date, subject to the reporting person's continued service relationship through each applicable vesting date. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the issuer's common stock. The RSUs are subject to time-based vesting conditions, with 1/16 of the RSUs vesting at the end of each calendar quarter beginning June 30, 2019. The RSUs are also subject to liquidity-based vesting conditions, which will be satisfied upon the first to occur of (i) a sale event with respect to the issuer or (ii) the issuer's initial public offering, in either case, prior to the expiration date of June 6, 2026. 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 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. Each earnout right represents a contingent right (based on the reporting person's ownership of stock options) 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 earnout rights vest, the reporting person's stock option will be adjusted to relate to an additional number of shares of the issuer's common stock equal to the number of earnout rights that vest, with no corresponding adjustment to the aggregate exercise price of such option. If the target closing stock price is not achieved during such period, the earnout rights will be forfeited. Each earnout right represents a contingent right (based on the reporting person's ownership of RSUs) 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 earnout rights vest, the reporting person's RSUs will be adjusted to relate to an additional number of shares of the issuer's common stock equal to the number of earnout rights that vest. If the target closing stock price is not achieved during such period, the earnout rights will be forfeited. Exhibit 24 - Power of Attorney /s/ Robert M.P. Hurwitz, as Attorney-in-Fact for Shaun O'Donnell 2021-09-07 EX-24 2 attachment1.htm EX-24 DOCUMENT

                                                                      Exhibit 24
                           LIMITED POWER OF ATTORNEY
                                      FOR
                              ROCKET LAB USA, INC.
                             SECTION 16(a) FILINGS

    Know all by these presents, that the undersigned hereby constitutes and
appoints each of Adam Spice and Robert M.P. Hurwitz, each signing singly, the
undersigned's true and lawful attorney-in-fact to:

    (1) execute for and on behalf of the undersigned, in the undersigned's
        capacity as an officer, director and/or stockholder of Rocket Lab USA,
        Inc. (the "Company"), Forms ID, 3, 4, and 5 and amendments thereto in
        accordance with Section 16(a) of the Securities Exchange Act of 1934, as
        amended (the "Exchange Act"), and the rules thereunder;

    (2) do and perform any and all acts for and on behalf of the undersigned
        which may be necessary or desirable to complete and execute any such
        Form ID, 3, 4, or 5 or amendment thereto and timely file such form with
        the United States Securities and Exchange Commission (the "SEC") and any
        stock exchange or similar authority; and

    (3) take any other action of any type whatsoever which, in the opinion of
        such attorney-in-fact, may be necessary or desirable in connection with
        the foregoing authority, it being understood that the documents executed
        by such 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 such attorney-in-fact may approve.

    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, 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
undersigned is no longer required to file Forms ID, 3, 4, and 5 with respect to
the undersigned's holdings of and transactions in securities of the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.  This Power of Attorney shall expire as to any
individual attorney-in-fact if such attorney-in-fact ceases to be an employee of
the Company. This Power of Attorney may be filed with the SEC as a confirming
statement of the authority granted herein.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 24th day of August, 2021.


                                        Signature:  /s/ Shaun O'Donnell
                                                    -----------------------

                                        Print Name: Shaun O'Donnell
                                                    -----------------------