Sec Form 4 Filing - COWAN DAVID J/CA @ Rigetti Computing, Inc. - 2022-06-10

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
COWAN DAVID J/CA
2. Issuer Name and Ticker or Trading Symbol
Rigetti Computing, Inc. [ RGTI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O RIGETTI COMPUTING, INC., 775 HEINZ AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
06/10/2022
(Street)
BERKELEY, CA94710
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 06/10/2022 A 40,462( 1 ) A $ 0 40,462 D
Common Stock 06/10/2022 A 26,974( 2 ) A $ 0 67,436 D
Common Stock 0( 3 ) I See footnote( 3 )( 4 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
COWAN DAVID J/CA
C/O RIGETTI COMPUTING, INC.
775 HEINZ AVENUE
BERKELEY, CA94710
X
Signatures
/s/ Rick Danis, Attorney-in-Fact 06/14/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents restricted stock units ("RSUs") issued to the Reporting Person. The shares underlying the RSUs vest over a three-year period, with one-third vesting on each of June 10, 2023, June 10, 2024 and June 10, 2025, subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date.
( 2 )Represents an annual grant of RSUs for service as a director of the Issuer. The shares underlying the RSUs will vest in full on the earlier of (i) the date of the Issuer's 2023 annual meeting of the stockholders (or the date immediately prior to such annual meeting if the Reporting Person's service as a director ends at such annual meeting) or (ii) on June 10, 2023, each subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date.
( 3 )As of the date hereof, Bessemer Venture Partners X Institutional L.P. ("BVP X Inst") and Bessemer Venture Partners X L.P. ("BVP X" and together with BVP X Inst, the "Funds") own 10,450,110 shares and 11,132,108 shares, respectively of Common Stock.
( 4 )The Reporting Person is a director of Deer X & Co. Ltd ("Deer Ltd."), which is the general partner of Deer X & Co. L.P. ("Deer LP"), which is the general partner of each of the Funds. The Reporting Person disclaims beneficial ownership of the securities held by the Funds, except to the extent of his pecuniary interest, if any, in such securities by virtue of his interest in Deer Ltd. and Deer LP and his indirect limited partnership interest in the Funds. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities.

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