Sec Form 3 Filing - Rivas David @ Rigetti Computing, Inc. - 2023-02-09

Insider filing report for Changes in Beneficial Ownership
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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
Rivas David
2. Issuer Name and Ticker or Trading Symbol
Rigetti Computing, Inc. [ RGTI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Technology Officer
(Last) (First) (Middle)
C/O RIGETTI COMPUTING, INC., 775 HEINZ AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
02/09/2023
(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 328,982 ( 1 ) ( 2 ) D
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
Employee Stock Option (right to buy) $ 0.272 ( 3 ) 05/21/2030 Common Stock 284,982 ( 2 ) D
Employee Stock Option (right to buy) $ 0.272 ( 4 ) 01/28/2029 Common Stock 393 ( 2 ) D
Employee Stock Option (right to buy) $ 0.272 ( 4 ) 01/28/2029 Common Stock 3,541 ( 2 ) D
Employee Stock Option (right to buy) $ 0.272 ( 5 ) 04/03/2029 Common Stock 94,438 ( 2 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rivas David
C/O RIGETTI COMPUTING, INC.
775 HEINZ AVENUE
BERKELEY, CA94710
Chief Technology Officer
Signatures
/s/ Rick Danis, Attorney-in-Fact 02/17/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes shares issued pursuant to restricted stock unit ("RSU") grants. 84,905 RSUs vested or shall vest in equal monthly installments over a period of four years commencing May 21, 2021. 48,539 RSUs vested or shall vest (i) 50% in 12 equal monthly installments on the last day of each month commencing February 28, 2022 and (ii) 50% vested or shall vest in 48 equal monthly installments on the last day of each month commencing February 28, 2022. 38,757 RSUs vested or shall vest in equal monthly installments over a period of four years commencing March 31, 2022. 70,711 RSUs vested or shall vest (i) 50% in 12 equal monthly installments on the last day of each month commencing March 31, 2022 and (ii) 50% vested or shall vest in 48 equal monthly installments on the last day of each month commencing March 31, 2022.
( 2 )The Reporting Person previously served as an executive officer of the Issuer from March 2, 2022 to March 18, 2022, the date the Reporting Person ceased to be an executive officer and subject to Section 16 of the Securities Exchange Act of 1934. The Reporting Person has since been appointed to serve as the Chief Technology Officer of the Issuer and became an executive officer subject to Section 16 reporting, effective as of February 9, 2023. The securities reported herein were acquired by the Reporting Person prior to February 9, 2023.
( 3 )6.99993% of this option vested and became exercisable as of February 18, 2020, with the remainder vesting in 48 equal monthly installments thereafter, subject to the Reporting Person's continuous service with the Issuer on each such date.
( 4 )This option is fully vested and exercisable.
( 5 )20% of this option vested and became exercisable on March 4, 2020, with the remainder vesting in 48 equal monthly installments thereafter,subject to the Reporting Person's continuous service with the Issuer on each such date.

Remarks:
Exhibit List - Exhibit 24 - Power of Attorney

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