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Ownership Report - December 3, 2024
Khosla Ventures distributes 5M RKLB shares internally; maintains 11.9% beneficial ownership.
Brief
This SC 13D/A (Amendment No. 5) filed Dec 3, 2024, updates Khosla entities' ownership after Nov 29 pro rata distribution of 5M shares from KV V to partners. VK Services now directly holds 26.8M shares; group beneficially owns 59.7M shares (11.9%). Investors should note stable major stake amid restructuring.
Detailed Brief
Khosla Ventures, led by Vinod Khosla, has held RKLB since 2013 preferred investments, converted to 115M common shares post-2021 SPAC merger. This amendment reflects internal restructuring: KV V distributed 5M shares (no consideration) to limited/general partners; 1.87M to KVA V, of which 1.22M to VK Services, boosting its direct holdings to 26.84M shares while KV V retains 32.82M indirectly via control. Total beneficial ownership unchanged at 59,660,705 shares (11.9% of 488.9M outstanding per latest 10-Q). Purpose remains investment; no activist plans, but reserves rights for discussions or sales via registration rights agreement allowing shelf/underwritten offerings >=$50M.
Key Telemetry
- • Nov 29, 2024: KV V distributed 5M RKLB shares pro rata to partners (no consideration).
- • VK Services direct ownership rises to 26,837,088 shares; KVA V to 0 direct shares.
- • Vinod Khosla/VK Services beneficially own 59,660,705 shares (11.9% of 488,911,078 outstanding).
- • No transactions crossing 1% threshold recently; solely investment purpose, registration rights intact.
- • Entities disclaim non-pecuniary beneficial ownership per control chain.
Impact Vector
Neutral to positive for RKLB investors; internal restructure signals no intent to sell stake, maintaining Khosla's significant 11.9% position and long-term commitment since 2013. No dilution or activism; near-term stock pressure low. Monitor future 13D updates, registration-driven sales, or engagement with management/board on strategy.