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Ownership Report - May 20, 2022
Khosla Ventures restructures RKLB stake via distributions, holds 18.1% beneficially.
Brief
This SC 13D/A (Amendment No. 2) filed May 20, 2022, by Khosla Ventures entities and Vinod Khosla discloses beneficial ownership of 83,874,688 RKLB shares (18.1%). Key change: May 17 pro rata distributions of ~28.75M shares from funds to partners, shifting direct holdings to VK Services, LLC. Relevant for investors as it affirms major early investor's unchanged significant position with registration rights for potential sales.
Detailed Brief
Khosla Ventures, led by Vinod Khosla, was an early investor in Legacy Rocket Lab, acquiring preferred shares from 2013-2020 for $28.2M, converted to 115M common shares post-SPAC merger on Aug 25, 2021 (exchange ratio 9.059659). This amendment updates Item 5 due to May 17, 2022 distributions: KV Seed B distributed 13.44M shares (6.56M to KVA Seed B, then 5.54M to VK Services); KV Seed B (CF) distributed 0.76M (0.26M path to VK Services); KV V distributed 14.55M (5.44M to KVA V, 3.58M to VK Services). Aggregate beneficial ownership unchanged at 83.87M shares (18.1% of 463.8M outstanding). Purpose: passive investment, no plans for control changes, but may discuss strategy/governance. Entities retain registration rights under Aug 2021 agreement for shelf filing and $50M+ underwritten offerings.
Key Telemetry
- • Beneficial ownership: 83,874,688 shares (18.1%) by Khosla entities/Vinod Khosla.
- • May 17, 2022: Pro rata distributions of 28.75M shares internally, VK Services gains 12.48M direct shares.
- • No sales; aggregate stake unchanged from prior 13D/A.
- • Passive investment intent; registration rights for future shelf/underwritten sales >=$50M.
- • Based on 463,803,788 shares outstanding per May 2022 prospectus.
Impact Vector
Rocket Lab investors see reaffirmed commitment from prominent VC Vinod Khosla's 18.1% stake post-restructuring, with no activist plans signaled. Near-term neutral as distributions are internal/no sales; strategic vote of confidence in RKLB's launch/photon business. Monitor Khosla discussions with management or registration exercises for potential supply overhang.