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

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1. Name and Address of Reporting Person* Beck Peter (Last) (First) (Middle) C/O ROCKET LAB USA, INC. 3881 MCGOWEN STREET (Street) LONG BEACH CA 90808 (City) (State) (Zip)	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(1)

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)	(2)	(2)	Common Stock	4,408,241	(2)	I	By Equatorial Trust(1)

1. Name and Address of Reporting Person* Beck Peter (Last) (First) (Middle) C/O ROCKET LAB USA, INC. 3881 MCGOWEN STREET (Street) LONG BEACH CA 90808 (City) (State) (Zip)

1. Name and Address of Reporting Person* Beck Kerryn (Last) (First) (Middle) C/O ROCKET LAB USA, INC. 3881 MCGOWEN STREET (Street) LONG BEACH CA 90808 (City) (State) (Zip)

1. Name and Address of Reporting Person* Butler Warren (Last) (First) (Middle) C/O ROCKET LAB USA, INC. 3881 MCGOWEN STREET (Street) LONG BEACH CA 90808 (City) (State) (Zip)

1. Name and Address of Reporting Person* Equatorial Trust (Last) (First) (Middle) C/O ROCKET LAB USA, INC. 3881 MCGOWEN STREET (Street) LONG BEACH CA 90808 (City) (State) (Zip)

1. Name and Address of Reporting Person* Peek Street Equatorial Trustee Ltd (Last) (First) (Middle) C/O ROCKET LAB USA, INC. 3881 MCGOWEN STREET (Street) LONG BEACH CA 90808 (City) (State) (Zip)

Explanation of Responses:

1. Held directly by Equatorial Trust (the "Trust"), a family trust settled by Peter Beck and Kerryn Beck. Peek Street Equatorial Trustee Limited (the "Trustee") is the trustee of the Trust and each of Peter Beck, Kerryn Beck and Warren Butler serve as a director of the Trustee with shared voting and investment control of the shares and, as a result, the Trustee and each such individual is deemed to be an indirect beneficial owner of the reported securities. Each reporting owner disclaims his, her or its beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest.

2. Each earnout right represents a contingent right (based on the reporting owners' 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.

Remarks:

Exhibit 24.1 - Power of Attorney Exhibit 24.2 - Power of Attorney Exhibit 24.3 - Power of Attorney Exhibit 24.4 - Power of Attorney Exhibit 24.5 - Power of Attorney

	/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).
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