Rocket Lab CEO Beck Files 13D/A Amendment

TL;DR

Rocket Lab CEO Peter Beck filed a 13D/A amendment on Dec 5, updating ownership docs. No new $$$.

AI Summary

Peter Beck, CEO of Rocket Lab USA, Inc., filed an amendment (Amendment No. 2) to Schedule 13D on December 5, 2024, regarding his beneficial ownership of the company's common stock. The filing indicates a change in reporting, but does not specify new shareholdings or dollar amounts. The address provided for Beck is c/o Rocket Lab USA, Inc. in Long Beach, CA.

Why It Matters

This filing updates the beneficial ownership information for a key executive, which can signal changes in their stake or strategic intentions regarding the company.

Risk Assessment

Risk Level: medium — Schedule 13D filings, especially amendments, can signal significant changes in beneficial ownership or activist intent, requiring close monitoring.

Key Players & Entities

• Peter Beck (person) — CEO and reporting person
• Rocket Lab USA, Inc. (company) — Subject company
• 773122106 (other) — CUSIP Number

FAQ

Key Financial Figures

• $0.0001 — INC. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE PER SHARE (Title of Class o
• $800,000 — k will receive an annual base salary of $800,000, retroactively effective as of October
• $8,000,000 — ereof, with an aggregate value equal to $8,000,000 on the date of grant. The number of RSU
• $8,000,000 b — ward will be determined by (i) dividing $8,000,000 by (ii) the average closing market price

Filing Documents

• d628539dsc13da.htm (SC 13D/A) — 102KB
• 0001193125-24-271812.txt ( ) — 103KB

of the Schedule 13D is hereby amended and supplemented by adding the following

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following: On December 3, 2024, the Company entered into an exchange agreement with the Trust (the Exchange Agreement ) to exchange 50,951,250 shares of Common Stock for 50,951,250 shares of Series A Convertible Participating Preferred Stock, $0.0001 par value per share (the Preferred Stock and such exchange, the Preferred Stock Exchange ). The shares of Preferred Stock will be convertible into shares of Common Stock. On an as-converted basis, P. Becks Preferred Stock ownership position, upon consummation of the Preferred Stock Exchange, will be equivalent to the Trusts existing ownership of the Common Stock. The terms of the Preferred Stock provide P. Beck with the right to elect the greater of (a) one board member, and (b) however many seats of the Companys Board of Directors (the Board ) as would be required to maintain, at any time, at least ten percent of total Board representation. In connection with the Preferred Stock Exchange, on December 3, 2024, Rocket Lab Limited, a New Zealand limited company and wholly-owned subsidiary of the Company, entered into an amended and restated employment agreement with P. Beck (the A&R Beck Agreement ). ITEM5. INTEREST IN SECURITIES OF THE ISSUER.

(a) (c) of the Schedule 13D is hereby amended and restated as set forth below

Item 5(a) (c) of the Schedule 13D is hereby amended and restated as set forth below: (a) See Rows 11 and 13 for each Reporting Person. The percentage listed in Row 13 for each Reporting Person was calculated based on 499,911,078 shares of Common Stock, outstanding as of November 7, 2024, as set forth in the Companys Quarterly Report on Form 10-Q filed with the Commission on November 12, 2024. (b) See Rows 7, 8, 9, and 10 for each Reporting Person. (c) The information set forth in Item 4 of this Amendment is incorporated by reference herein. Otherwise, the Reporting Persons have not effected any transactions in the Common Stock of the Company during the past 60 days. ITEM6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

of the Schedule 13D is hereby amended and supplemented by adding the following

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following: Exchange Agreement Pursuant to the terms of the Exchange Agreement, the Trust, as the holder of record of an aggregate of 50,951,250 shares of Common Stock beneficially owned by P. Beck, agreed to exchange such shares for 50,951,250 shares of Preferred Stock, in a transaction exempt from the registration requirements of the U.S. Securities Act of 1933, as amended. The Exchange Agreement contains certain representations, warranties and further agreements by each of the Company and the Trust, and provides that the consummation of the Preferred Stock Exchange and the issuance of the Preferred Stock are subject to certain closing conditions, including that any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, shall have expired. The Company expects that the consummation of the Preferred Stock Exchange will occur in early 2025. The foregoing description is qualified in its entirety by the full text of the Exchange Agreement, the form of which is attached as Exhibit 99.4 to this Statement, and is incorporated herein by reference. A&R Beck Agreement Pursuant to the terms of the A&R Beck Agreement, P. Beck will continue to be the Chief Executive Officer of the Company and the Chair of the Board, and P. Beck will receive an annual base salary of $800,000, retroactively effective as of October 1, 2024, and is eligible to receive an annual performance bonus with a target annual bonus amount equal to 100% of his annual base salary, payable in cash, fully-vested restricted stock units ( RSUs ) or a combination thereof, as determined by the Board. For fiscal year 2024, the Board approved the grant to P. Beck, effective as of the effective date of the A&R Beck Agreement (the Effective Date ), of an award for 631,498 RSUs (the FY24 Grant ). Each RSU entitles P. Beck to one share of Common Stock if and when the RSU vests. The FY24 Gran

of the Schedule 13D is hereby amended and supplemented by adding the following

Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following: Exhibit Number Exhibit Name 99.4 Exchange Agreement, dated December 3, 2024, between the Company and the Equatorial Trust. 99.5 Amended and Restated Employment Agreement, dated December 3, 2024, between Rocket Lab Limited and Sir Peter Beck.

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: December 5, 2024 PETER BECK /s/ Peter Beck EQUATORIAL TRUST By: Peek Street Equatorial Trustee Limited, its trustee By: /s/ Peter Beck Name:Peter Beck Title:Director and attorney-in-fact for Peek Street Equatorial Trustee Limited PEEK STREET EQUATORIAL TRUSTEE LIMITED By: /s/ Peter Beck Name: Peter Beck Title: Director and attorney-in-fact for Peek Street Equatorial Trustee Limited KERRYN BECK /s/ Peter Beck Name: Peter Beck Title: Attorney-in-fact for Kerryn Beck WARREN BUTLER /s/ Peter Beck Name: Peter Beck Title: Attorney-in-fact for Warren Butler