Peter Beck - Jan 7, 2025 Form 4 Insider Report for Rocket Lab USA, Inc. (RKLB)

Role: President, CEO and Chairman, Director, 10%+ Owner
Signature: /s/ Adam Spice, as Attorney-in-Fact for Peter Beck
Stock symbol: RKLB
Transactions as of: Jan 7, 2025
Transactions value $: $0
Form type: 4
Date filed: 1/10/2025, 05:58 PM
Previous filing: Dec 5, 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RKLB	Common Stock	Disposed to Issuer		-51M	-100%		0	Jan 7, 2025	By Trust	F1, F2
holding	RKLB	Common Stock						789K	Jan 7, 2025	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	RKLB	Series A Convertible Participating Preferred Stock	Award		+51M			51M	Jan 7, 2025	Common Stock	51M		By Trust	F1, F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On January 7, 2025, the Equatorial Trust (the "Trust"), a family trust settled by Peter Beck and Kerryn Beck, disposed of 50,951,250 shares of common stock, par value $0.0001 per share ("Common Stock") to the Issuer in exchange for 50,951,250 shares of Series A Convertible Participating Preferred Stock, $0.0001 par value per share ("Series A Preferred Stock"), pursuant to the terms of the Exchange Agreement, dated December 3, 2024, between the Issuer and the Trust, approved by the Issuer's Board of Directors.
F2	These shares are held directly by 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 these securities. Each reporting person disclaims beneficial ownership of these securities, except to the extent, if any, of his, her or its pecuniary interest therein, and the filing of this Form 4 is not an admission that any reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
F3	Each share of Series A Preferred Stock is convertible into one share of Common Stock at any time at the option of the holder, subject to certain adjustments such as in connection with stock dividends, distributions, stock splits and stock combinations.
F4	Each share of Series A Preferred Stock held by the Trust will automatically convert into one share of Common Stock, upon the earliest to occur of (a) any sale, assignment, transfer, conveyance, hypothecation or other transfer or disposition of such share of Series A Preferred Stock, except for certain permitted transfers described in the Issuer's amended and restated certificate of incorporation, as amended; (b) the first date on which Peter Beck shall no longer serve as the Chief Executive Officer or such other executive officer position of the Issuer as approved by its Board of Directors; (c) the death or permanent disability of Peter Beck; or (d) the first date on which the outstanding shares of Series A Preferred Stock no longer represent at least 5% of the beneficial ownership of the Issuer's outstanding Common Stock.