• Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • Settings
  • RSS Feeds
Quantisnow Logo
  • Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • Settings
  • RSS Feeds
Dashboard
    Quantisnow Logo

    © 2025 quantisnow.com
    Democratizing insights since 2022

    Services
    Live news feedsRSS FeedsAlerts
    Company
    AboutQuantisnow PlusContactJobs
    Legal
    Terms of usePrivacy policyCookie policy

    SEC Form SC 13D/A filed by Rocket Lab USA Inc. (Amendment)

    3/13/24 7:56:58 PM ET
    $RKLB
    Military/Government/Technical
    Industrials
    Get the next $RKLB alert in real time by email
    SC 13D/A 1 d621239dsc13da.htm SC 13D/A SC 13D/A

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    SCHEDULE 13D

    Under the Securities Exchange Act of 1934

    (Amendment No. 3)*

     

     

    Rocket Lab USA, Inc.

    (Name of Issuer)

    Common Stock, par value $0.0001 per share

    (Title of Class of Securities)

    773122106

    (CUSIP Number)

    John Demeter

    Khosla Ventures

    2128 Sand Hill Road

    Menlo Park, California 94025

    (650) 376-8500

    (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

    March 11, 2024

    (Date of Event which Requires Filing of this Statement)

     

     

    If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

     

    *

    The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

    The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

     

     

     


    CUSIP No. 773122106    13D   

     

     1   

     NAMES OF REPORTING PERSONS.

     

     Khosla Ventures Seed B, L.P.

     2  

     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

     (a) ☐  (b) ☒

     

     3  

     SEC USE ONLY

     

     4  

     SOURCE OF FUNDS (SEE INSTRUCTIONS)

     

     WC

     5  

     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

     

     ☐

     6  

     CITIZENSHIP OR PLACE OF ORGANIZATION

     

     Delaware, United States of America

    NUMBER OF

    SHARES  BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

     

        7    

     SOLE VOTING POWER

     

     0 shares

        8   

     SHARED VOTING POWER

     

     24,193,264 shares

        9   

     SOLE DISPOSITIVE POWER

     

     0 shares

       10   

     SHARED DISPOSITIVE POWER

     

     24,193,264 shares

    11   

     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

     24,193,264 shares (see Attachment A)

    12  

     CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

     

     ☐

    13  

     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

     4.9% (see Attachment A)

    14  

     TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

     PN


    CUSIP No. 773122106    13D   

     

     1   

     NAMES OF REPORTING PERSONS.

     

     Khosla Ventures Seed B (CF), L.P.

     2  

     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

     (a) ☐  (b) ☒

     

     3  

     SEC USE ONLY

     

     4  

     SOURCE OF FUNDS (SEE INSTRUCTIONS)

     

     WC

     5  

     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

     

     ☐

     6  

     CITIZENSHIP OR PLACE OF ORGANIZATION

     

     Delaware, United States of America

    NUMBER OF

    SHARES  BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

     

        7    

     SOLE VOTING POWER

     

     0 shares

        8   

     SHARED VOTING POWER

     

     1,373,315 shares

        9   

     SOLE DISPOSITIVE POWER

     

     0 shares

       10   

     SHARED DISPOSITIVE POWER

     

     1,373,315 shares

    11   

     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

     1,373,315 shares (see Attachment A)

    12  

     CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

     

     ☐

    13  

     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

     0.3% (see Attachment A)

    14  

     TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

     PN


    CUSIP No. 773122106    13D   

     

     1   

     NAMES OF REPORTING PERSONS.

     

     Khosla Ventures Seed Associates B, LLC

     2  

     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

     (a) ☐  (b) ☒

     

     3  

     SEC USE ONLY

     

     4  

     SOURCE OF FUNDS (SEE INSTRUCTIONS)

     

     WC

     5  

     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

     

     ☐

     6  

     CITIZENSHIP OR PLACE OF ORGANIZATION

     

     Delaware, United States of America

    NUMBER OF

    SHARES  BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

     

        7    

     SOLE VOTING POWER

     

     0 shares

        8   

     SHARED VOTING POWER

     

     25,566,579 shares

        9   

     SOLE DISPOSITIVE POWER

     

     0 shares

       10   

     SHARED DISPOSITIVE POWER

     

     25,566,579 shares

    11   

     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

     25,566,579 shares (see Attachment A)

    12  

     CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

     

     ☐

    13  

     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

     5.2% (see Attachment A)

    14  

     TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

     OO


    CUSIP No. 773122106    13D   

     

     1   

     NAMES OF REPORTING PERSONS.

     

     Khosla Ventures V, L.P.

     2  

     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

     (a) ☐  (b) ☒

     

     3  

     SEC USE ONLY

     

     4  

     SOURCE OF FUNDS (SEE INSTRUCTIONS)

     

     WC

     5  

     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

     

     ☐

     6  

     CITIZENSHIP OR PLACE OF ORGANIZATION

     

     Delaware, United States of America

    NUMBER OF

    SHARES  BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

     

        7    

     SOLE VOTING POWER

     

     0 shares

        8   

     SHARED VOTING POWER

     

     37,823,617 shares

        9   

     SOLE DISPOSITIVE POWER

     

     0 shares

       10   

     SHARED DISPOSITIVE POWER

     

     37,823,617 shares

    11   

     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

     37,823,617 shares (see Attachment A)

    12  

     CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

     

     ☐

    13  

     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

     7.7% (see Attachment A)

    14  

     TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

     PN


    CUSIP No. 773122106    13D   

     

     1   

     NAMES OF REPORTING PERSONS.

     

     Khosla Ventures Associates V, LLC

     2  

     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

     (a) ☐  (b) ☒

     

     3  

     SEC USE ONLY

     

     4  

     SOURCE OF FUNDS (SEE INSTRUCTIONS)

     

     WC

     5  

     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

     

     ☐

     6  

     CITIZENSHIP OR PLACE OF ORGANIZATION

     

     Delaware, United States of America

    NUMBER OF

    SHARES  BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

     

        7    

     SOLE VOTING POWER

     

     0 shares

        8   

     SHARED VOTING POWER

     

     37,823,617 shares

        9   

     SOLE DISPOSITIVE POWER

     

     0 shares

       10   

     SHARED DISPOSITIVE POWER

     

     37,823,617 shares

    11   

     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

     37,823,617 shares (see Attachment A)

    12  

     CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

     

     ☐

    13  

     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

     7.7% (see Attachment A)

    14  

     TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

     OO


    CUSIP No. 773122106    13D   

     

     1   

     NAMES OF REPORTING PERSONS.

     

     VK Services, LLC

     2  

     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

     (a) ☐  (b) ☒

     

     3  

     SEC USE ONLY

     

     4  

     SOURCE OF FUNDS (SEE INSTRUCTIONS)

     

     WC

     5  

     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

     

     ☐

     6  

     CITIZENSHIP OR PLACE OF ORGANIZATION

     

     Delaware, United States of America

    NUMBER OF

    SHARES  BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

     

        7    

     SOLE VOTING POWER

     

     0 shares

        8   

     SHARED VOTING POWER

     

     79,853,630 shares

        9   

     SOLE DISPOSITIVE POWER

     

     0 shares

       10   

     SHARED DISPOSITIVE POWER

     

     79,853,630 shares

    11   

     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

     79,853,630 shares (see Attachment A)

    12  

     CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

     

     ☐

    13  

     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

     16.3% (see Attachment A)

    14  

     TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

     OO


    CUSIP No. 773122106    13D   

     

     1   

     NAMES OF REPORTING PERSONS.

     

     Vinod Khosla

     2  

     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

     (a) ☐  (b) ☒

     

     3  

     SEC USE ONLY

     

     4  

     SOURCE OF FUNDS (SEE INSTRUCTIONS)

     

     AF

     5  

     CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

     

     ☐

     6  

     CITIZENSHIP OR PLACE OF ORGANIZATION

     

     United States of America

    NUMBER OF

    SHARES  BENEFICIALLY 

    OWNED BY

    EACH

    REPORTING

    PERSON

    WITH

     

        7    

     SOLE VOTING POWER

     

     0 shares

        8   

     SHARED VOTING POWER

     

     79,853,630 shares

        9   

     SOLE DISPOSITIVE POWER

     

     0 shares

       10   

     SHARED DISPOSITIVE POWER

     

     79,853,630 shares

    11   

     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     

     79,853,630 shares (see Attachment A)

    12  

     CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

     

     ☐

    13  

     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     

     16.3% (see Attachment A)

    14  

     TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     

     IN


    Explanatory Note

    This Amendment No. 3 to the statement on Schedule 13D amends and restates the statement on Schedule 13D initially filed on September 7, 2021 (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Original Schedule 13D, filed on March 17, 2022, and Amendment No. 2 to the Original Schedule 13D, filed on May 20, 2022.

     

    Item 1.

    Security and Issuer

    This statement on Schedule 13D relates to the Reporting Persons’ (as defined in Item 2 below) beneficial ownership interest in the Common Stock, par value $0.0001 per share (the “Common Stock”), of Rocket Lab USA, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive office of the Issuer is 3881 McGowen Street, Long Beach, California 90808. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

     

    Item 2.

    Identity and Background.

     

      (a)

    This statement is filed by:

     

      (i)

    Khosla Ventures Seed B, L.P. (“KV Seed B”), with respect to the shares of Common Stock directly and beneficially owned by it;

     

      (ii)

    Khosla Ventures Seed B (CF), L.P. (“KV Seed B (CF)”), with respect to the shares of Common Stock directly and beneficially owned by it;

     

      (iii)

    Khosla Ventures Seed Associates B, LLC (“KVA Seed B”), with respect to the shares of Common Stock directly and beneficially owned by it;

     

      (iv)

    Khosla Ventures V, L.P. (“KV V”), with respect to the shares of Common Stock directly and beneficially owned by it;

     

      (v)

    Khosla Ventures Associates V, LLC (“KVA V”), with respect to the shares of Common Stock directly and beneficially owned by it; and

     

      (vi)

    VK Services, LLC (“VK Services”), with respect to the shares of Common Stock directly and beneficially owned by it; and

     

      (vii)

    Vinod Khosla (“Khosla”), with respect to the shares of Common Stock directly and beneficially owned by him.

    Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

    Pursuant to the provisions of General Instruction C to Schedule 13D, information in Items 2 through 6 of this Schedule 13D is also provided with respect to Vinod Khosla, with respect to the shares of Common Stock directly and beneficially owned by him.

    Vinod Khosla is referred to as a “General Partner.”

     

      (b)

    The business address of each of the Reporting Persons and the General Partner is:

    Khosla Ventures

    2128 Sand Hill Road

    Menlo Park, California 94025


      (c)

    The present principal business of each of the Reporting Persons and the General Partner is the venture capital investment business.

     

      (d)

    Neither the General Partner nor any of the Reporting Persons, during the last five years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

     

      (e)

    Neither the General Partner nor any of the Reporting Persons, during the last five years, has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

     

      (f)

    Citizenship.

     

    KV Seed B    Delaware, United States of America
    KV Seed B (CF)    Delaware, United States of America
    KVA Seed B    Delaware, United States of America
    KV V    Delaware, United States of America
    KVA V    Delaware, United States of America
    VK Services    Delaware, United States of America
    Khosla    United States of America

    Additional information concerning the Reporting Persons is listed on Attachment A hereto and is incorporated by reference herein.

     

    Item 3.

    Source and Amount of Funds or Other Consideration.

    From August 2013 through May 2020, the Reporting Persons acquired the following shares of preferred stock of Legacy Rocket Lab (as defined below): 6,271,165 shares of Series A Preferred Stock, 4,019,122 shares of Series B Preferred Stock, 2,177,599 shares of Series C Preferred Stock, 64,279 shares of Series D Preferred Stock, 158,571 shares of Series E Preferred Stock and 63,428 shares of Series E-1 Preferred Stock. The Reporting Persons acquired such shares for an aggregate purchase price of approximately $28.2 million. All such shares were acquired with working capital.

    The shares of Common Stock reported herein as beneficially owned by the Reporting Persons were acquired in connection with a business combination (the “Business Combination”) contemplated by the Agreement and Plan of Merger dated March 1, 2021, and amended by Amendment No. 1 thereto, dated May 7, 2021, and Amendment No. 2 thereto, dated June 25, 2021 (the “Merger Agreement”), by and among Vector Acquisition Corporation (“Vector”), Rocket Lab USA, Inc. (“Legacy Rocket Lab”), and Prestige USA Merger Sub, Inc., a wholly-owned subsidiary of Legacy Rocket Lab. As a result of, and as the final step of, the Business Combination, on August 25, 2021 (the “Closing”), Legacy Rocket Lab merged with and into Vector, with Vector surviving the merger and being renamed “Rocket Lab USA, Inc.” (the “Issuer”, as previously defined).

    As a result of the Business Combination, the shares of preferred stock of Legacy Rocket Lab held by each of the Reporting Persons were converted into the right to receive a number of shares of Common Stock equal to an exchange ratio equal to 9.059659. As a result of such conversion, the Reporting Persons owned an aggregate of 115,004,795 shares of Common Stock immediately following the Business Combination.


    Item 4.

    Purpose of Transaction.

    The shares of Common Stock reported herein were acquired solely for investment purposes. None of the Reporting Persons have any present plans or proposals that relate to or would result in any change in the business, policies, management, structure or capitalization of the Issuer. The Reporting Persons reserve the right to acquire, or dispose of, additional securities of the Issuer in the ordinary course of their business, to the extent deemed advisable in light of their general investment and trading policies, market conditions or other factors. The Reporting Persons may engage in discussions from time to time with other stockholders of the Issuer regarding the acquisition by the Reporting Persons or others of shares of the Issuer’s Common Stock held by such stockholders.

    The Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the actions described in subparagraphs (a) through (j) of this Item 4. However, the Reporting Persons may seek information from management and the Issuer’s Board of Directors, and may engage in further discussions with management, the Issuer’s Board of Directors, other stockholders of the Issuer and other relevant parties, concerning the business, operations, governance, management, strategy, capitalization and/or future plans of the Issuer, or in proposing one or more of the other actions described in subparagraphs (a) through (j) of this Item 4. In addition, the Reporting Persons may exercise their rights under the Second Amended and Restated Registration Rights Agreement, as defined below.

     

    Item 5.

    Interest in Securities of the Issuer.

    The aggregate percentage of shares of Common Stock reported beneficially owned by each person named herein is determined in accordance with SEC rules and is based upon 489,140,411 shares of Common Stock outstanding, which is the total number of shares of Common Stock outstanding as reported in the Annual Report on Form 10-K filed by the Issuer with the Securities and Exchange Commission (the “SEC”) on February 28, 2024. The applicable SEC rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities and include shares of Common Stock issuable upon the conversion or exercise of other securities that are immediately convertible or exercisable, or are convertible or exercisable within 60 days of the filing of this Schedule.

     

    A.

    Khosla Ventures Seed B, L.P.

     

      (a)

    As of the date of this Schedule 13D, KV Seed B beneficially owned 24,193,264 shares of Common Stock, representing a beneficial ownership of approximately 4.9% of the shares of Common Stock.

     

    (b)      1.     

    Sole power to vote or direct vote:

         0  
         2.     

    Shared power to vote or direct vote:

         24,193,264  
         3.     

    Sole power to dispose or direct the disposition:

         0  
         4.     

    Shared power to dispose or direct the disposition:

         24,193,264  

    Please see Attachment A for additional information.

     

    B.

    Khosla Ventures Seed B (CF), L.P.

     

      (a)

    As of the date of this Schedule 13D, KV Seed B (CF) beneficially owned 1,373,315 shares of Common Stock, representing a beneficial ownership of approximately 0.3% of the shares of Common Stock.

     

    (b)      1.     

    Sole power to vote or direct vote:

         0  
         2.     

    Shared power to vote or direct vote:

         1,373,315  
         3.     

    Sole power to dispose or direct the disposition:

         0  
         4.     

    Shared power to dispose or direct the disposition:

         1,373,315  

    Please see Attachment A for additional information.

     

    C.

    Khosla Ventures Seed Associates B, LLC

     

      (a)

    As of the date of this Schedule 13D, KVA Seed B beneficially owned 25,566,579 shares of Common Stock, representing a beneficial ownership of approximately 5.2% of the shares of Common Stock.


    (b)      1.     

    Sole power to vote or direct vote:

         0  
         2.     

    Shared power to vote or direct vote:

         25,566,579  
         3.     

    Sole power to dispose or direct the disposition:

         0  
         4.     

    Shared power to dispose or direct the disposition:

         25,566,579  

    Please see Attachment A for additional information.

     

    D.

    Khosla Ventures V, L.P.

     

      (a)

    As of the date of this Schedule 13D, KV V beneficially owned 37,823,617 shares of Common Stock, representing a beneficial ownership of approximately 7.7% of the shares of Common Stock.

     

    (b)      1.     

    Sole power to vote or direct vote:

         0  
         2.     

    Shared power to vote or direct vote:

         37,823,617  
         3.     

    Sole power to dispose or direct the disposition:

         0  
         4.     

    Shared power to dispose or direct the disposition:

         37,823,617  

    Please see Attachment A for additional information.

     

    E.

    Khosla Ventures Associates V, LLC

     

      (a)

    As of the date of this Schedule 13D, KVA V beneficially owned 37,823,617 shares of Common Stock, representing a beneficial ownership of approximately 7.7% of the shares of Common Stock.

     

    (b)      1.     

    Sole power to vote or direct vote:

         0  
         2.     

    Shared power to vote or direct vote:

         37,823,617  
         3.     

    Sole power to dispose or direct the disposition:

         0  
         4.     

    Shared power to dispose or direct the disposition:

         37,823,617  

    Please see Attachment A for additional information.

     

    F.

    VK Services, LLC

     

      (a)

    As of the date of this Schedule 13D, VK Services beneficially owned 79,853,630 shares of Common Stock, representing a beneficial ownership of approximately 16.3% of the shares of Common Stock.

     

    (b)      1.     

    Sole power to vote or direct vote:

         0  
         2.     

    Shared power to vote or direct vote:

         79,853,630  
         3.     

    Sole power to dispose or direct the disposition:

         0  
         4.     

    Shared power to dispose or direct the disposition:

         79,853,630  

    Please see Attachment A for additional information.

     

    G.

    Vinod Khosla

     

      (a)

    As of the date of this Schedule 13D, Vinod Khosla beneficially owned 79,853,630 shares of Common Stock, representing a beneficial ownership of approximately 16.3% of the shares of Common Stock.

     

    (b)      1.     

    Sole power to vote or direct vote:

         0  
         2.     

    Shared power to vote or direct vote:

         79,853,630  
         3.     

    Sole power to dispose or direct the disposition:

         0  
         4.     

    Shared power to dispose or direct the disposition:

         79,853,630  


    Please see Attachment A for additional information.

    With respect to each Reporting Person and General Partner:

    (c) On March 11, 2024, 10,752,561 shares of Common Stock held by KV Seed B were distributed to the limited partners and general partners of KV Seed B in a pro rata distribution for no consideration. Of such distributed shares, 5,250,279 shares of Common Stock were received by KVA Seed B. On March 11, 2024, 610,362 shares of Common Stock held by KV Seed B (CF) were distributed to the limited partners and general partners of KV Seed B (CF) in pro rata distributions for no consideration. Of such distributed shares, 209,255 shares of Common Stock were received by KVA Seed B. Of the shares distributed by each of KV Seed B and KV Seed B (CF) to KVA Seed B, all of such shares were subsequently distributed by KVA Seed B to the underlying members of KVA Seed B. Of such distributed shares, 3,982,565 shares of Common Stock were received by VK Services. As a result of such distributions, VK Services is now the direct owner of 16,463,434 shares of Common Stock and KVA Seed B is the direct owner of no shares of Common Stock.

    (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by any of the Reporting Persons or the General Partner.

    (e) Not applicable.

     

    Item 6.

    Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.

    Second Amended and Restated Registration Rights Agreement

    In connection with the Closing, on August 25, 2021, each of KV Seed B, KV Seed B (CF), and KV V (the “KV Funds”) entered into a Second Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”) with the Issuer (then known as Vector Acquisition Delaware Corporation), Vector Acquisition Partners, L.P., certain legacy investors of Vector party thereto and certain other investors of Legacy Rocket Lab party thereto, pursuant to which the KV Funds are entitled to registration rights with respect to their shares of Common Stock. The Registration Rights Agreement provides that the Issuer will, within 45 calendar days following the Closing, file with the SEC a shelf registration statement (the “Registration Statement”) pursuant to Rule 415 of the Securities Act of 1933, as amended, and use commercially reasonable efforts to cause such Registration Statement to be declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the 90th calendar day following the filing date if the SEC notifies the Issuer that it will “review” the Registration Statement and (b) the tenth business day after the date the Issuer is notified by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review.

    At any time when there is an effective shelf registration statement, the KV funds may request to sell all or a portion of their registrable securities in an underwritten offering and the Issuer will facilitate such offering, provided that the registrable securities proposed to be sold in the offering have a total offering price of at least $50 million. Such demand registration rights are subject to certain issuer suspension periods, limitations on frequency and timing of demands and certain other conditions. In addition, the Registration Rights Agreement grants the KV Funds “piggyback” registration rights, subject to certain exceptions including that there cannot be an effective shelf registration statement available for the resale of holders’ registrable securities at such time as piggyback rights are exercised.

    The Registration Rights Agreement also includes customary indemnification provisions. Further, the Issuer will bear all expenses incident to registering the securities, including any underwritten offerings, except such expenses shall not include any selling expenses such as underwriters’ commissions and discounts, brokerage fees, underwriter marketing costs and legal fees incurred by the holders above a specified amount.


    Item 7.

    Material to be Filed as Exhibits.

     

    Exhibit

    Number

      

    Exhibit Name

    99.1    Agreement regarding joint filing Schedule 13D


    SIGNATURE

    After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

    Dated: March 13, 2024

     

    KHOSLA VENTURES SEED B, L.P.
    By:   Khosla Ventures Seed Associates B, LLC, a
     

    Delaware limited liability company and general

    partner of Khosla Ventures Seed B, L.P.

    By:  

    /s/ Vinod Khosla

      Vinod Khosla, Managing Member
    KHOSLA VENTURES SEED B (CF), L.P.
    By:   Khosla Ventures Seed Associates B, LLC, a
     

    Delaware limited liability company and general

    partner of Khosla Ventures Seed B (CF), L.P.

    By:  

    /s/ Vinod Khosla

      Vinod Khosla, Managing Member
    KHOSLA VENTURES SEED ASSOCIATES B, LLC
    By:  

    /s/ Vinod Khosla

      Vinod Khosla, Managing Member
    KHOSLA VENTURES V, L.P.
    By:   Khosla Ventures Associates V, LLC, a
     

    Delaware limited liability company and

    general partner of Khosla Ventures V, L.P.

    By:  

    /s/ Vinod Khosla

      Vinod Khosla, Managing Member
    KHOSLA VENTURES ASSOCIATES V, LLC
    By:  

    /s/ Vinod Khosla

      Vinod Khosla, Managing Member


    VK SERVICES, LLC
    By:  

    /s/ Vinod Khosla

      Vinod Khosla, Manager

    /s/ Vinod Khosla

    Vinod Khosla


    ATTACHMENT A

    The general partner of KV Seed B and KV Seed B (CF) is KVA Seed B. The general partner of KV V is KVA V. VK Services is the sole manager of KVA Seed B and KVA V. Mr. Khosla is the managing member of VK Services. Each of Mr. Khosla, VK Services and KVA Seed B possesses power to direct the voting and disposition of the shares owned by KV Seed B (CF) and KVA Seed B, and each of KVA Seed B, VK Services and Khosla may be deemed to have indirect beneficial ownership of such shares. Each of Mr. Khosla, VK Services and KVA V possesses power to direct the voting and disposition of the shares owned by KV V, and each of Mr. Khosla, VK Services and KVA V may be deemed to have indirect beneficial ownership of such shares. Mr. Khosla possesses power to direct the voting and disposition of the shares owned by VK Services, and Mr. Khosla may be deemed to have indirect beneficial ownership of such shares. KVA Seed B, KVA V and Mr. Khosla hold no securities of the Issuer directly. 

    Each Reporting Person disclaims beneficial ownership of the shares described above except to the extent of his or its pecuniary interest therein.

    Get the next $RKLB alert in real time by email

    Chat with this insight

    Save time and jump to the most important pieces.

    Recent Analyst Ratings for
    $RKLB

    DatePrice TargetRatingAnalyst
    4/25/2025$28.00Buy
    Needham
    9/12/2024Mkt Perform
    JMP Securities
    7/15/2024$8.00 → $6.00Overweight → Equal-Weight
    Morgan Stanley
    6/26/2024Neutral
    BTIG Research
    6/11/2024$4.50Neutral
    Goldman
    2/12/2024$6.00Buy
    Citigroup
    1/17/2024$8.00Overweight
    KeyBanc Capital Markets
    10/26/2023$6.00Overweight
    Cantor Fitzgerald
    More analyst ratings

    $RKLB
    Analyst Ratings

    Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

    See more
    • Needham initiated coverage on Rocket Lab USA with a new price target

      Needham initiated coverage of Rocket Lab USA with a rating of Buy and set a new price target of $28.00

      4/25/25 8:32:44 AM ET
      $RKLB
      Military/Government/Technical
      Industrials
    • JMP Securities initiated coverage on Rocket Lab USA

      JMP Securities initiated coverage of Rocket Lab USA with a rating of Mkt Perform

      9/12/24 9:09:33 AM ET
      $RKLB
      Military/Government/Technical
      Industrials
    • Rocket Lab USA downgraded by Morgan Stanley with a new price target

      Morgan Stanley downgraded Rocket Lab USA from Overweight to Equal-Weight and set a new price target of $6.00 from $8.00 previously

      7/15/24 7:47:38 AM ET
      $RKLB
      Military/Government/Technical
      Industrials

    $RKLB
    Large Ownership Changes

    This live feed shows all institutional transactions in real time.

    See more
    • Amendment: SEC Form SC 13D/A filed by Rocket Lab USA Inc.

      SC 13D/A - Rocket Lab USA, Inc. (0001819994) (Subject)

      12/5/24 9:49:25 PM ET
      $RKLB
      Military/Government/Technical
      Industrials
    • Amendment: SEC Form SC 13D/A filed by Rocket Lab USA Inc.

      SC 13D/A - Rocket Lab USA, Inc. (0001819994) (Subject)

      12/3/24 9:39:57 PM ET
      $RKLB
      Military/Government/Technical
      Industrials
    • Amendment: SEC Form SC 13G/A filed by Rocket Lab USA Inc.

      SC 13G/A - Rocket Lab USA, Inc. (0001819994) (Subject)

      11/12/24 4:45:55 PM ET
      $RKLB
      Military/Government/Technical
      Industrials

    $RKLB
    Press Releases

    Fastest customizable press release news feed in the world

    See more
    • Rocket Lab Partners With U.S. Air Force for Neutron Launch for Re-Entry Mission

      Rocket Lab USA, Inc. (NASDAQ:RKLB) ("Rocket Lab" or "the Company"), a global leader in launch services and space systems, today announced it will launch its new medium-lift reusable rocket Neutron for the U.S. Air Force Research Laboratory (AFRL) for a Rocket Cargo mission that supports point-to-point cargo transportation, establishing a new era of commercial launch capability to advance global defense logistics for the nation. The mission is scheduled for a return-to-Earth Neutron launch no earlier than 2026. The launch contract will see Neutron execute a Rocket Cargo survivability experiment under the AFRL Rocket Experimentation for Global Agile Logistics (REGAL) solicitation, an effort

      5/8/25 4:17:00 PM ET
      $RKLB
      Military/Government/Technical
      Industrials
    • Rocket Lab Announces First Quarter 2025 Financial Results, Posting Quarterly Revenue of $123m Representing 32% Year-on-Year Growth

      Rocket Lab USA, Inc. (NASDAQ:RKLB) ("Rocket Lab," "the Company," "we," "us," or "our"), a global leader in launch services and space systems, today shared the financial results for fiscal first quarter ended March 31, 2025. Rocket Lab founder and CEO Sir Peter Beck said: "Rocket Lab has delivered a strong first quarter performance, with wins across our launch and space systems divisions reflected in our near-record $123 million revenue – at the top end of our guidance and a 32% increase year-on-year compared to Q1 2024. We also remain confident in our ability to execute and deliver on what's set to be another strong quarter, with our Q2 2025 revenue guidance in the $130m-$140 million range

      5/8/25 4:15:00 PM ET
      $RKLB
      Military/Government/Technical
      Industrials
    • Rocket Lab Schedules Next Mission for Multi-Launch Customer iQPS

      Rocket Lab USA, Inc. (NASDAQ:RKLB) ("Rocket Lab" or "the Company"), a global leader in launch services and space systems, today announced the launch window for its next mission for multi-launch customer, Institute for Q-shu Pioneers of Space, Inc. (iQPS). The mission, named ‘The Sea God Sees', will launch from Rocket Lab Launch Complex 1 in New Zealand during a launch window that opens on May 17, 2025. The mission will launch a single synthetic aperture radar (SAR) imaging satellite called QPS-SAR-10 (nicknamed "WADATSUMI-I" for the Japanese god of the sea) to a 575km circular Earth orbit, from where the satellite will join the rest of the iQPS constellation in providing high resolution im

      5/5/25 4:30:00 PM ET
      $RKLB
      Military/Government/Technical
      Industrials

    $RKLB
    Leadership Updates

    Live Leadership Updates

    See more
    • Rocket Lab Awarded New HASTE Launch Contract for the DOD by Kratos

      Rocket Lab USA, Inc. (NASDAQ:RKLB) ("Rocket Lab" or "the Company"), a global leader in launch services and space systems, today announced it has been selected by Kratos to launch a full-scale hypersonic test flight for the Department of Defense (DOD) under the Multi-Service Advanced Capability Hypersonic Test Bed (MACH-TB) 2.0 program. The mission will launch on Rocket Lab's HASTE rocket from Rocket Lab Launch Complex 2 on Wallops Island, Virginia no earlier than Q1, 2026. The launch agreement is the first full-scale flight test to be awarded by Kratos under the MACH-TB 2.0 contract, a $1.45 billion program designed to rapidly expand the number and frequency of opportunities to test hypers

      4/23/25 4:30:00 PM ET
      $RKLB
      Military/Government/Technical
      Industrials
    • Rocket Lab Appoints Chief Operations Officer to Support Company Growth

      Rocket Lab USA, Inc. (NASDAQ:RKLB) ("Rocket Lab" or "the Company"), a global leader in launch services and space systems, today announced the appointment of Frank Klein as its new Chief Operations Officer (COO), effective September 16th, 2024. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20240910807125/en/Rocket Lab's new Chief Operations Officer, Frank Klein. (Photo: Business Wire) Frank Klein joins Rocket Lab with more than 30 years of international manufacturing experience and leadership in the automotive industry. At Rocket Lab, Mr. Klein will lead the Company's efforts to scale manufacturing of spacecraft, launch vehicles, a

      9/10/24 7:00:00 AM ET
      $RKLB
      Military/Government/Technical
      Industrials
    • Former Lockheed Martin Chief Financial Officer Joins Rocket Lab Board of Directors

      Rocket Lab USA, Inc. (NASDAQ:RKLB) ("Rocket Lab" or "the Company"), a global leader in launch services and space systems, today announced that Kenneth (Ken) Possenriede has been appointed to the Company's Board of Directors. A seasoned executive with strong business and financial acumen, Mr. Possenriede joins Rocket Lab after a 35-year career at Lockheed Martin Corporation in financial leadership positions, including serving as Chief Financial Officer (CFO). "Ken's deep aerospace and defense industry experience, combined with accomplished financial leadership, adds even more horsepower to Rocket Lab's already impressive board line-up," said Rocket Lab's founder and Chief Executive Offic

      8/22/24 4:30:00 PM ET
      $RKLB
      Military/Government/Technical
      Industrials

    $RKLB
    Insider Trading

    Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

    See more
    • Chief Operations Officer Klein Frank sold $846,607 worth of shares (46,388 units at $18.25), decreasing direct ownership by 3% to 1,417,644 units (SEC Form 4)

      4 - Rocket Lab USA, Inc. (0001819994) (Issuer)

      3/18/25 8:41:08 PM ET
      $RKLB
      Military/Government/Technical
      Industrials
    • Chief Financial Officer Spice Adam C. sold $1,142,574 worth of shares (62,843 units at $18.18), decreasing direct ownership by 5% to 1,196,679 units (SEC Form 4)

      4 - Rocket Lab USA, Inc. (0001819994) (Issuer)

      3/18/25 8:35:37 PM ET
      $RKLB
      Military/Government/Technical
      Industrials
    • Officer Kampani Arjun sold $626,403 worth of shares (34,113 units at $18.36), decreasing direct ownership by 6% to 574,883 units (SEC Form 4)

      4 - Rocket Lab USA, Inc. (0001819994) (Issuer)

      3/18/25 8:35:28 PM ET
      $RKLB
      Military/Government/Technical
      Industrials

    $RKLB
    Financials

    Live finance-specific insights

    See more
    • Rocket Lab Announces First Quarter 2025 Financial Results, Posting Quarterly Revenue of $123m Representing 32% Year-on-Year Growth

      Rocket Lab USA, Inc. (NASDAQ:RKLB) ("Rocket Lab," "the Company," "we," "us," or "our"), a global leader in launch services and space systems, today shared the financial results for fiscal first quarter ended March 31, 2025. Rocket Lab founder and CEO Sir Peter Beck said: "Rocket Lab has delivered a strong first quarter performance, with wins across our launch and space systems divisions reflected in our near-record $123 million revenue – at the top end of our guidance and a 32% increase year-on-year compared to Q1 2024. We also remain confident in our ability to execute and deliver on what's set to be another strong quarter, with our Q2 2025 revenue guidance in the $130m-$140 million range

      5/8/25 4:15:00 PM ET
      $RKLB
      Military/Government/Technical
      Industrials
    • Rocket Lab Announces Date of First Quarter 2025 Financial Results

      Rocket Lab USA, Inc. ("Rocket Lab" or "the Company"), a global leader in launch services and space systems, today announced that it will release its financial results for the first quarter 2025 following the close of the U.S. markets on Thursday, May 8, 2025. Rocket Lab will host a corresponding conference call at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time). A live webcast and replay of the conference call will be available on the Company's Investor Relations website at www.rocketlabusa.com/investors. About Rocket Lab Founded in 2006, Rocket Lab is an end-to-end space company with an established track record of mission success. We deliver reliable launch services, satellite manufactu

      4/3/25 4:30:00 PM ET
      $RKLB
      Military/Government/Technical
      Industrials
    • Rocket Lab Announces Full Year & Fourth Quarter 2024 Financial Results, Posts Record Revenue Representing 26% Sequential Growth, 78% Annual Growth and 121% Year-on-Year Quarterly Growth

      Rocket Lab USA, Inc. (NASDAQ:RKLB) ("Rocket Lab", "the Company", "we," "us," or "our"), a global leader in launch services and space systems, today shared the financial results for fiscal fourth quarter, ended December 31, 2024. Rocket Lab founder and CEO, Sir Peter Beck, said: "2024 was a record-setting year for Rocket Lab, with our highest annual revenue ever posted of $436.2 million and a record Q4 2024 revenue of $132.4 million – a 382% increase compared to Q4 2021, our first full quarter following our debut on the Nasdaq as a publicly-traded company. Top achievements across launch and space systems include a record number of 16 launches for Electron in 2024 (a 60% increase in launch

      2/27/25 4:15:00 PM ET
      $RKLB
      Military/Government/Technical
      Industrials

    $RKLB
    SEC Filings

    See more
    • SEC Form 10-Q filed by Rocket Lab USA Inc.

      10-Q - Rocket Lab USA, Inc. (0001819994) (Filer)

      5/8/25 4:30:52 PM ET
      $RKLB
      Military/Government/Technical
      Industrials
    • Rocket Lab USA Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Other Events, Financial Statements and Exhibits

      8-K - Rocket Lab USA, Inc. (0001819994) (Filer)

      5/8/25 4:17:18 PM ET
      $RKLB
      Military/Government/Technical
      Industrials
    • Amendment: SEC Form 10-K/A filed by Rocket Lab USA Inc.

      10-K/A - Rocket Lab USA, Inc. (0001819994) (Filer)

      4/30/25 4:05:56 PM ET
      $RKLB
      Military/Government/Technical
      Industrials