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FORM SCHEDULE 13D/A
AI

Ownership Report - February 18, 2025

Filed February 18, 2025
·
0000950170-25-022241

Khosla Ventures reports 10.2% stake after KV V's 11.5M share distributions.

Brief

This Schedule 13D/A (Amendment No. 6) discloses updates to Khosla Ventures entities' beneficial ownership in Rocket Lab, triggered by distributions on January 29, 2025. KV V distributed 11.5 million shares pro rata to partners between January 10 and February 4, 2025, with VK Services receiving 2.8 million, now holding 29.7 million directly; overall, Vinod Khosla and VK Services beneficially own 51 million shares (10.2%). Investors should note the passive investment stance amid position adjustments.

Detailed Brief

Khosla Ventures, an early investor in Rocket Lab since 2013 with $28.2 million in preferred stock, converted holdings to 115 million common shares via the 2021 SPAC merger with Vector Acquisition Corp. This sixth amendment, filed February 18, 2025, reflects recent in-kind distributions by Khosla Ventures V, L.P. (KV V): 11.5 million shares distributed pro rata from January 10-February 4, 2025, reducing direct holdings for some entities to zero (KV Seed B, KV Seed B (CF)) while VK Services now directly owns 29.7 million shares. Beneficial ownership stands at 50.98 million shares (10.2% of 499.9 million outstanding) for VK Services and Vinod Khosla, including shared power over KV V's 21.3 million shares. Purpose remains solely investment, with no plans for business changes, though registration rights allow future underwritten offerings over $50 million. This connects to Rocket Lab's growth in launch services and space systems, underscoring Khosla's long-term validation.

Key Telemetry

  • Khosla entities beneficially own 50,982,669 RKLB shares (10.2% as of 499.9M outstanding).
  • KV V distributed 11.5M shares pro rata Jan 10-Feb 4, 2025; VK Services received 2.82M, now holds 29.66M directly.
  • KV Seed B, KV Seed B (CF), KVA Seed B report 0 shares post-distributions.
  • Passive investment purpose; registration rights for potential future sales >=$50M.
  • No current plans for changes to management, structure, or capitalization.

Impact Vector

For Rocket Lab investors, this filing confirms Khosla Ventures' enduring 10%+ stake post-internal distributions, signaling confidence without activist pressure. Near-term, pro rata distributions to LPs may introduce modest secondary selling volume, potentially pressuring share price; monitor trading activity. Strategically, Vinod Khosla's involvement bolsters credibility in competitive space sector; watch for any shifts in engagement or demands via registration rights.

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