Bessemer Venture Partners Amends Rocket Lab USA Stake

TL;DR

**Bessemer Venture Partners filed an updated 13D/A for Rocket Lab USA, Inc. on Feb 14, 2024, signaling a change in their ownership stake.**

AI Summary

Bessemer Venture Partners, through its entities Bessemer Venture Partners VIII Institutional L.P., Bessemer Venture Partners VIII L.P., and Deer VIII & Co. L.P., filed an Amendment No. 4 to Schedule 13D on February 14, 2024, regarding its ownership in Rocket Lab USA, Inc. The filing indicates a change in beneficial ownership of Rocket Lab USA, Inc.'s Common Stock, identified by CUSIP 773122106, by the Bessemer Venture Partners group.

Why It Matters

This amendment signals a change in a significant investor's position in Rocket Lab USA, Inc., which could influence market perception and investor confidence in the company. Large institutional investor actions are closely watched as they can indicate future strategic moves or shifts in investment thesis.

Risk Assessment

Risk Level: low — An amendment to a 13D filing typically updates ownership information and does not inherently signal high risk unless a hostile action or significant divestment is indicated, which is not apparent here.

Key Numbers

• 773122106 — CUSIP Number (Identifies Rocket Lab USA, Inc. Common Stock)
• 20240214 — Filing Date (Date the SC 13D/A was filed)
• 4 — Amendment Number (Indicates this is the fourth amendment to the original Schedule 13D)

Key Players & Entities

• Bessemer Venture Partners VIII Institutional L.P. (company) — group member
• Bessemer Venture Partners VIII L.P. (company) — group member
• Deer VIII & Co. L.P. (company) — group member
• Rocket Lab USA, Inc. (company) — subject company
• Deer VIII & Co. Ltd. (company) — filing entity
• Bessemer Venture Partners (company) — contact for filing entity

FAQ

Key Financial Figures

• $0.0001 — 6,993 shares of common stock, par value $0.0001 per share ( Common Stock ) issued and o

Filing Documents

• d790612dsc13da.htm (SC 13D/A) — 74KB
• 0001193125-24-036353.txt ( ) — 76KB

From the Filing

SC 13D/A 1 d790612dsc13da.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. 4)* Rocket Lab USA, Inc. (Name of Issuer) Common Stock (Class of Securities) 773122106 (CUSIP Number) Bessemer Venture Partners 1865 Palmer Avenue, Suite 104 Larchmont, NY 10528 (914) 833-5300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 26, 2023 (Date of Event Which Requires Filing of Statement on Schedule 13D) 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), checking the following box. * The remainder of this cover page shall be filled out for a reporting persons 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: 773122106 (1) Name of Reporting Persons: Bessemer Venture Partners VIII Institutional 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 Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): (6) Citizenship or Place of Organization: Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: (7) Sole Voting Power 22,243,247 (1) (8) Shared Voting Power 0 (9) Sole Dispositive Power 22,243,247 (1) (10) Shared Dispositive Power 0 (11) Aggregate Amount Beneficially Owned by Each Reporting Person: 22,243,247 (1) (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): (13) Percent of Class Represented by Amount in Row (11): 4.6% (1) (2) (14) Type of Reporting Person (See Instructions): PN (1) Excludes 3,593,763 and 2,988,220 Company Earnout Shares (as defined in the Merger Agreement) that may be issued to Bessemer Venture Partners VIII Institutional L.P. ( BVP VIII Inst ) and Bessemer Venture Partners VIII, L.P. ( BVP VIII and together with BVP VIII Inst, the BVP VIII Funds ), respectively, pursuant to the Agreement and Plan of Merger by and among Vector Acquisition Corporation, Rocket Lab USA, Inc. and Prestige USA Merger Sub, Inc., dated as of March 1, 2021 and attached as Annex A attached to the Prospectus for the Issuers predecessor in interest and previously known as Vector Acquisition Corporation filed with the Securities and Exchange Commission on June 25, 2021 (as amended, the Merger Agreement ). (2) The percent of class was calculated based on 485,886,993 shares of common stock, par value $0.0001 per share ( Common Stock ) issued and outstanding as of November 3, 2023 as disclosed in the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission by Rocket Lab USA, Inc. on November 8, 2023. CUSIP: 773122106 (1) Name of Reporting Persons: Bessemer Venture Partners VIII 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 Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): (6) Citizenship or Place of Organization: Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: (7) Sole Voting Power 18,495,297 (1) (8) Shared Voting Power 0 (9) Sole Dispositive Power 18,495,297 (1) (10) Shared Dispositive Power 0 (11) Aggregate Amount Beneficially Owned by Each Reporting Person: 18,495,297 (1) (12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): (13) Percent of Class Represented by Amount in Row (11): 3.8% (1)(2) (14) Type of Reporting Person (See Instructions): PN CUSIP: 773122106 (1) Name of Reporting Persons: Deer VIII & Co. 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): AF (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): (6) Citizenship or Place of Organization: Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: (7) Sole Voting Power 40,738,544 (1) (8) Shared Voting Power 0 (9) Sole Dispositive Power 40,738,544 (1) (10) Shared Dispositive