4//SEC Filing
Beck Kerryn 4
Accession 0000950170-25-004338
CIK 0001819994other
Filed
Jan 9, 7:00 PM ET
Accepted
Jan 10, 5:58 PM ET
Size
16.4 KB
Accession
0000950170-25-004338
Insider Transaction Report
Form 4
Transactions
- Disposition to Issuer
Common Stock
2025-01-07−50,951,250→ 0 total(indirect: By Trust) - Award
Series A Convertible Participating Preferred Stock
2025-01-07+50,951,250→ 50,951,250 total(indirect: By Trust)→ Common Stock (50,951,250 underlying)
Holdings
- 789,373
Common Stock
Butler Warren
Other
Transactions
- Award
Series A Convertible Participating Preferred Stock
2025-01-07+50,951,250→ 50,951,250 total(indirect: By Trust)→ Common Stock (50,951,250 underlying) - Disposition to Issuer
Common Stock
2025-01-07−50,951,250→ 0 total(indirect: By Trust)
Holdings
- 789,373
Common Stock
Equatorial Trust
Other
Transactions
- Disposition to Issuer
Common Stock
2025-01-07−50,951,250→ 0 total(indirect: By Trust) - Award
Series A Convertible Participating Preferred Stock
2025-01-07+50,951,250→ 50,951,250 total(indirect: By Trust)→ Common Stock (50,951,250 underlying)
Holdings
- 789,373
Common Stock
Beck Peter
DirectorPresident, CEO and Chairman
Transactions
- Disposition to Issuer
Common Stock
2025-01-07−50,951,250→ 0 total(indirect: By Trust) - Award
Series A Convertible Participating Preferred Stock
2025-01-07+50,951,250→ 50,951,250 total(indirect: By Trust)→ Common Stock (50,951,250 underlying)
Holdings
- 789,373
Common Stock
Beck Kerryn
Other
Transactions
- Disposition to Issuer
Common Stock
2025-01-07−50,951,250→ 0 total(indirect: By Trust) - Award
Series A Convertible Participating Preferred Stock
2025-01-07+50,951,250→ 50,951,250 total(indirect: By Trust)→ Common Stock (50,951,250 underlying)
Holdings
- 789,373
Common Stock
Footnotes (4)
- [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.
Documents
Issuer
Rocket Lab USA, Inc.
CIK 0001819994
Entity typeother
Related Parties
1- filerCIK 0001880895
Filing Metadata
- Form type
- 4
- Filed
- Jan 9, 7:00 PM ET
- Accepted
- Jan 10, 5:58 PM ET
- Size
- 16.4 KB