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Ownership Report - September 7, 2021
Bessemer Venture Partners discloses 18.2% ownership in Rocket Lab post-SPAC merger.
Brief
This SC 13D filing discloses Bessemer Venture Partners entities' beneficial ownership of 81,450,954 shares (18.2%) of Rocket Lab USA Inc. common stock following the August 25, 2021 SPAC merger closing with Vector Acquisition Corp. The shares result from the merger exchange; earnout shares are excluded. Investors should note their registration rights, 180-day lockup, and potential influence as a major shareholder.
Detailed Brief
Bessemer Venture Partners VIII Institutional L.P. (44.5M shares, 9.9%), Bessemer Venture Partners VIII L.P. (37.0M shares, 8.3%), Deer VIII & Co. L.P., and Deer VIII & Co. Ltd. jointly file this initial SC 13D, reporting aggregate beneficial ownership of 81,450,954 shares (18.2% of 447.9M outstanding shares as of Aug 25, 2021). Ownership arises from the Business Combination: Rocket Lab merged with Vector Acquisition Corp via a two-step merger and domestication, converting pre-merger equity at 9.059659 exchange ratio. Excludes potential earnout shares (3.6M and 3.0M) issuable if stock hits $20+ within 90-180 days post-closing. They hold registration rights (shelf, piggyback) and a 180-day lockup on sales. No recent transactions besides merger; reserves rights for future actions like acquisitions, board changes, or strategic transactions, but no current plans. David Cowan (Deer VIII director) serves on Rocket Lab's board.
Key Telemetry
- • Bessemer entities beneficially own 81,450,954 shares (18.2%) post-merger.
- • Shares from SPAC merger closing on Aug 25, 2021; excludes ~6.6M earnout shares.
- • 180-day lockup under registration rights agreement.
- • May pursue board changes, mergers, or other actions; board seat via David Cowan.
- • No transactions in prior 60 days beyond merger.
Impact Vector
Bessemer’s 18.2% stake signals strong VC support for Rocket Lab post-SPAC, providing stability amid launch risks. 180-day lockup limits near-term selling pressure; monitor for earnout achievement or activism signals like board influence via Cowan. Strategic significance: potential advocacy for growth initiatives; watch future 13D amendments for position changes or proposals.