Bessemer Venture Partners VIII Institutional L.P., Bessemer Venture Partners VIII L.P., Deer VIII & Co. L.P., and Deer VIII & Co. Ltd. (collectively, Reporting Persons) filed this fifth amendment to their Schedule 13D on February 14, 2025. The filing reports that on November 8, 2024, each ceased to beneficially own more than 5% of Rocket Lab USA, Inc.'s common stock, dropping to 4,460,065 shares (0.9%) for BVP VIII Inst, 3,708,551 shares (0.7%) for BVP VIII, and 8,168,616 shares (1.6%) attributable to Deer entities as GPs. Percentages are based on 499,911,078 shares outstanding per Rocket Lab's November 12, 2024, 10-Q. No transactions occurred in the prior 60 days, suggesting prior sales or dilution from company issuances reduced the stake. Holdings exclude earnout shares. This marks the end of 13D obligations unless ownership exceeds 5% again, reflecting Bessemer's diminished position in the space launch company's expanding shareholder base.

For Rocket Lab investors, Bessemer's drop below 5% signals reduced activist potential or influence from this VC, likely due to profit-taking or share dilution from capital raises funding launches and growth. Near-term stock impact is minimal absent recent sales, but it reflects maturing cap table with broader ownership. Strategically positive as early backer retains 1.6% stake; monitor for 13G conversion, further reductions via secondary sales, or Rocket Lab's dilution via offerings.