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Ownership Report - November 18, 2022
Bessemer reports 12% RKLB stake after pro rata share distributions to partners.
Brief
This SC 13D/A (Amendment No. 3) updates Bessemer Venture Partners' beneficial ownership in Rocket Lab USA, Inc. As of November 16, 2022, the group holds 57,023,508 shares (12.0%). On that date, BVP VIII Inst and BVP VIII distributed 4,445,795 and 3,696,687 shares, respectively, for no consideration to limited partners and Deer VIII LP, which then redistributed pro rata.
Detailed Brief
Rocket Lab USA, Inc. (RKLB), a space launch provider that went public via SPAC merger with Vector Acquisition Corp in August 2021, has Bessemer Venture Partners entities as significant pre-merger investors filing under Schedule 13D due to >5% ownership. This Amendment No. 3, filed November 18, 2022, updates Item 5 following transactions on November 16: BVP VIII Institutional L.P. beneficially owns 31,134,838 shares (6.6% sole voting/dispositive); BVP VIII L.P. owns 25,888,670 shares (5.5%); Deer VIII & Co. L.P. and Deer VIII & Co. Ltd. (GP entities) are deemed to own the aggregate 57,023,508 shares (12.0%), calculated versus 473,257,191 shares outstanding per RKLB's 10-Q filed November 9. The funds distributed shares pro rata for no consideration: 4.4M from Inst and 3.7M from regular fund to LPs and Deer LP, which passed them to its partners. Excludes ~6.6M potential earnout shares from merger agreement. No changes to purpose, plans, or contracts; references prior registration rights agreement. Source of funds: WC/AF.
Key Telemetry
- • BVP VIII Inst: 31,134,838 shares (6.6%); BVP VIII: 25,888,670 shares (5.5%) as of Nov 16, 2022.
- • Group (Deer VIII entities): 57,023,508 shares (12.0%) based on 473,257,191 outstanding shares.
- • Nov 16 distributions: 4,445,795 shares by Inst LP, 3,696,687 by BVP VIII to partners for no consideration.
- • Internal pro rata redistribution; excludes merger earnout shares.
- • No disclosed plans to acquire/sell further or influence control.
Impact Vector
For RKLB investors, this reflects standard VC fund lifecycle activity post-SPAC lockup unwind, distributing in-kind to LPs without market sales. Group stake stable at 12%, signaling no immediate activist push from Bessemer. Near-term risk of modest selling if LPs liquidate; monitor 13D/G amendments, Form 4s from recipients, and volume. Strategically neutral, as Bessemer retains significant aligned interest; watch for future 13D purpose updates.