Sec Form 3 Filing - Beck Peter @ Rocket Lab USA, Inc. - 2021-08-25

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Beck Peter 2. Issuer Name and Ticker or Trading Symbol Rocket Lab USA, Inc. [ RKLB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) President, CEO and Chairman (Last) (First) (Middle) C/O ROCKET LAB USA, INC., 3881 MCGOWEN STREET 3. Date of Earliest Transaction (MM/DD/YY) 08/25/2021 (Street) LONG BEACH, CA90808 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 54,551,250 I By Equatorial Trust ( 1 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Earnout Rights (common stock) ( 2 ) ( 2 ) ( 2 ) Common Stock 4,408,241 I By Equatorial Trust ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Beck Peter C/O ROCKET LAB USA, INC. 3881 MCGOWEN STREET LONG BEACH, CA90808 X X President, CEO and Chairman Beck Kerryn C/O ROCKET LAB USA, INC. 3881 MCGOWEN STREET LONG BEACH, CA90808 X Butler Warren C/O ROCKET LAB USA, INC. 3881 MCGOWEN STREET LONG BEACH, CA90808 X Equatorial Trust C/O ROCKET LAB USA, INC. 3881 MCGOWEN STREET LONG BEACH, CA90808 X Peek Street Equatorial Trustee Ltd C/O ROCKET LAB USA, INC. 3881 MCGOWEN STREET LONG BEACH, CA90808 X Signatures /s/ Robert M.P. Hurwitz, as Attorney-in-Fact for Peter Beck 09/07/2021 Signature of Reporting Person Date /s/ Robert M.P. Hurwitz, as Attorney-in-Fact for Kerryn Beck 09/07/2021 Signature of Reporting Person Date /s/ Robert M.P. Hurwitz, as Attorney-in-Fact for Warren Butler 09/07/2021 Signature of Reporting Person Date /s/ Robert M.P. Hurwitz, as Attorney-in-Fact for Equatorial Trust 09/07/2021 Signature of Reporting Person Date /s/ Robert M.P. Hurwitz, as Attorney-in-Fact for Peek Street Equatorial Trustee Limited 09/07/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Held directly by Equatorial Trust (the "Trust"), a family trust settled by Peter Beck and Kerryn Beck. Peek Street Equatorial Trustee Limited (the "Trustee") is the trustee of the Trust and each of Peter Beck, Kerryn Beck and Warren Butler serve as a director of the Trustee with shared voting and investment control of the shares and, as a result, the Trustee and each such individual is deemed to be an indirect beneficial owner of the reported securities. Each reporting owner disclaims his, her or its beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest. ( 2 )Each earnout right represents a contingent right (based on the reporting owners' ownership of common stock) to receive one share of the issuer's common stock. The earnout rights vest upon the issuer's common stock achieving a closing price per share equal to or greater than $20.00 for a period of at least 20 trading days out of 30 consecutive trading days during the period commencing on the 90th day following August 25, 2021 and ending on the 180th day following August 25, 2021. If the target closing stock price is not achieved during such period, the earnout rights will be forfeited.

Remarks: Exhibit 24.1 - Power of AttorneyExhibit 24.2 - Power of AttorneyExhibit 24.3 - Power of AttorneyExhibit 24.4 - Power of AttorneyExhibit 24.5 - Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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