<SEC-DOCUMENT>0000899243-21-035297.txt : 20210907
<SEC-HEADER>0000899243-21-035297.hdr.sgml : 20210907
<ACCEPTANCE-DATETIME>20210907215017
ACCESSION NUMBER:		0000899243-21-035297
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20210825
FILED AS OF DATE:		20210907
DATE AS OF CHANGE:		20210907

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			COWAN DAVID J/CA
		CENTRAL INDEX KEY:			0001204817

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-39560
		FILM NUMBER:		211240563

	MAIL ADDRESS:	
		STREET 1:		C/O BESSEMER VENTURE PARTNERS
		STREET 2:		535 MIDDLEFIELD ROAD, STE 245
		CITY:			MENLO PARK
		STATE:			CA
		ZIP:			94025

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Rocket Lab USA, Inc.
		CENTRAL INDEX KEY:			0001819994
		STANDARD INDUSTRIAL CLASSIFICATION:	GUIDED MISSILES & SPACE VEHICLES & PARTS [3760]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		3881 MCGOWEN STREET
		CITY:			LONG BEACH
		STATE:			CA
		ZIP:			90808
		BUSINESS PHONE:		714-465-5737

	MAIL ADDRESS:	
		STREET 1:		3881 MCGOWEN STREET
		CITY:			LONG BEACH
		STATE:			CA
		ZIP:			90808

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Vector Acquisition Corp
		DATE OF NAME CHANGE:	20200803
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>doc3.xml
<DESCRIPTION>FORM 3 SUBMISSION
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2021-08-25</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001819994</issuerCik>
        <issuerName>Rocket Lab USA, Inc.</issuerName>
        <issuerTradingSymbol>RKLB</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001204817</rptOwnerCik>
            <rptOwnerName>COWAN DAVID J/CA</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>C/O BESSEMER VENTURE PARTNERS</rptOwnerStreet1>
            <rptOwnerStreet2>1865 PALMER AVE, SUITE 104</rptOwnerStreet2>
            <rptOwnerCity>LARCHMONT</rptOwnerCity>
            <rptOwnerState>NY</rptOwnerState>
            <rptOwnerZipCode>10538</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>1</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>0</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>0</value>
                    <footnoteId id="F1"/>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>See footnotes</value>
                    <footnoteId id="F1"/>
                    <footnoteId id="F2"/>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Earnout Rights (Common Stock)</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F3"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F3"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F3"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Common Stock</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>0</value>
                    <footnoteId id="F3"/>
                    <footnoteId id="F4"/>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>See footnotes</value>
                    <footnoteId id="F2"/>
                    <footnoteId id="F3"/>
                    <footnoteId id="F4"/>
                </natureOfOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">As of the date hereof, Bessemer Venture Partners VIII Institutional L.P. (&quot;BVP VIII Inst&quot;) and Bessemer Venture Partners VIII, L.P. (&quot;BVP VIII&quot;, and together with BVP VIII Inst referred to collectively, the &quot;Funds&quot;) own 44,472,226 shares of Common Stock and 36,978,728 shares of Common Stock, respectively, and such shares were acquired by the Funds prior to the Reporting Person joining the board of directors of the Issuer. The Reporting Person was elected as a member of the board of directors of the Issuer effective immediately following the Second Effective Time as defined in that 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, by and among the Issuer, Rocket Lab USA, Inc. and Prestige USA Merger Sub, Inc.</footnote>
        <footnote id="F2">The Reporting Person is a director of Deer VIII &amp; Co. Ltd. (&quot;Deer Ltd.&quot;), which is the general partner of Deer VIII &amp; Co. L.P. (&quot;Deer L.P.&quot;), which is the general partner of each of the Funds. The Reporting Person disclaims beneficial ownership of the securities held by the Funds, except to the extent of his pecuniary interest, if any, in such securities by virtue of his interest in Deer Ltd. and Deer L.P. and his indirect limited partnership interest in the Funds. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities.</footnote>
        <footnote id="F3">Each earnout right represents a contingent right 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.</footnote>
        <footnote id="F4">As of the date hereof, BVP VIII Inst and BVP VIII hold the right to acquire 3,593,763 and 2,988,220 shares, respectively, of the Issuer's Common Stock upon the satisfaction of the earnout right vesting conditions described in footnote (3) above.</footnote>
    </footnotes>

    <remarks>Exhibit 24 - Power of Attorney</remarks>

    <ownerSignature>
        <signatureName>/s/ David Cowan</signatureName>
        <signatureDate>2021-09-07</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>attachment1.htm
<DESCRIPTION>EX-24 DOCUMENT
<TEXT>
<HTML>
<HEAD>
</HEAD>
<BODY>
<PRE>
                           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 Adam Spice and Robert M.P. Hurwitz, 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 24th day of August, 2021.


                                        Signature: /s/ David Cowan
                                                   ----------------------
                                        Print Name: David Cowan
</PRE>
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