SEC FORM
3
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
|
| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
1. Name and Address of Reporting Person*
| C/O ROCKET LAB USA, INC. |
| 3881 MCGOWEN STREET |
(Street)
|
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)
| X |
Director |
X |
10% Owner |
| X |
Officer (give title below) |
|
Other (specify below) |
| President, CEO and Chairman |
|
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 |
54,551,250 |
I |
By Equatorial Trust
|
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) |
|
|
Common Stock |
4,408,241 |
|
I |
By Equatorial Trust
|
1. Name and Address of Reporting Person*
| C/O ROCKET LAB USA, INC. |
| 3881 MCGOWEN STREET |
(Street)
|
1. Name and Address of Reporting Person*
| C/O ROCKET LAB USA, INC. |
| 3881 MCGOWEN STREET |
(Street)
|
1. Name and Address of Reporting Person*
| C/O ROCKET LAB USA, INC. |
| 3881 MCGOWEN STREET |
(Street)
|
1. Name and Address of Reporting Person*
| C/O ROCKET LAB USA, INC. |
| 3881 MCGOWEN STREET |
(Street)
|
1. Name and Address of Reporting Person*
| C/O ROCKET LAB USA, INC. |
| 3881 MCGOWEN STREET |
(Street)
|
| Explanation of Responses: |
|
|
| Remarks: |
|
|
/s/ Robert M.P. Hurwitz, as Attorney-in-Fact for Peter Beck |
09/07/2021 |
|
/s/ Robert M.P. Hurwitz, as Attorney-in-Fact for Kerryn Beck |
09/07/2021 |
|
/s/ Robert M.P. Hurwitz, as Attorney-in-Fact for Warren Butler |
09/07/2021 |
|
/s/ Robert M.P. Hurwitz, as Attorney-in-Fact for Equatorial Trust |
09/07/2021 |
|
/s/ Robert M.P. Hurwitz, as Attorney-in-Fact for Peek Street Equatorial Trustee Limited |
09/07/2021 |
|
** 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
5
(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). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Exhibit 24.1
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/ Peter Beck
---------------------------
Print Name: Peter Beck
---------------------------
Exhibit 24.2
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/ Kerryn Beck
---------------------------
Print Name: Kerryn Beck
---------------------------
Exhibit 24.3
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/ Warren Butler
---------------------------
Print Name: Warren Butler
---------------------------
Exhibit 24.4
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.
EQUATORIAL TRUST
By: Peek Street Equatorial Trustee Limited,its trustee
Signature: /s/ Warren Butler
----------------------------------------
Print Name: Warren Butler
----------------------------------------
Title: Director
---------------------------------------------
Signature: /s/ Peter Beck
----------------------------------------
Print Name: Peter Beck
----------------------------------------
Title: Director
---------------------------------------------
Exhibit 24.5
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.
PEEK STREET EQUATORIAL TRUSTEE LIMITED
Signature: /s/ Warren Butler
--------------------------
Print Name: Warren Butler
--------------------------
Title: Director
-------------------------------
Signature: /s/ Peter Beck
--------------------------
Print Name: Peter Beck
--------------------------
Title: Director
-------------------------------
