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*
GRIFFIN MICHAEL D

(Last) (First) (Middle)
C/O ROCKET LAB USA, INC.
3881 MCGOWEN STREET

(Street)
LONG BEACH CA 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)
09/06/2022
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)
Code V Amount (A) or (D) Price
Common Stock 09/06/2022 M 608,256(1) A (2) 646,346(3) D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (4) 09/06/2022 M 608,256 (4) (4) Common Stock 608,256 $0.00 0 D
Explanation of Responses:
1. Represents 456,192 shares of common stock issued on settlement of Restricted Stock Units ("RSUs") on September 6, 2022, and 152,064 RSUs subject to service-based vesting.
2. Each RSU represents a contingent right to receive one share of the issuer's common stock upon settlement.
3. Includes 456,192 shares of common stock issued on settlement of RSUs on September 6, 2022; 152,064 RSUs previously reported in Table II that remain subject to service-based vesting requirements described in note 4 below; and 38,090 RSUs previously reported on Table I subject to service-based vesting requirements.
4. The RSUs are subject to both a service-based vesting condition and liquidity-based vesting condition. The liquidity-based vesting condition was waived by the Board for these RSUs on September 6, 2022. One-twelfth of the RSUs satisfied the service-based vesting condition every three months from July 30, 2020 and were settled for 456,192 shares of common stock on September 6, 2022, and the remaining RSUs will vest on the same schedule. As a result of the waiver of the liquidity-based vesting condition, the reporting person has elected to report the remaining unvested RSUs on Table I consistent with other service-based vesting RSU reporting.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Michael D. Griffin 09/08/2022
** 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).
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.
                            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 Arjun Kampani, Adam Spice, and Janine Wong, 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 8th day of September, 2022.


                                   Signature:  /s/ Michael D. Griffin
                                               ----------------------------


                                   Print Name: Michael D. Griffin
                                               ---------------------------