Rigetti Computing, Inc. — Director's Dealing 2022

Dec 14, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Rigetti Computing, Inc. (RGTI)
CIK: 0001838359
Period of Report: 2022-12-12

Reporting Person: Kulkarni Subodh K (President and CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-12-12	Employee Stock Option (right to buy)	$0.9638	A	1250000	Acquired	2032-12-11	Common Stock (1250000)	Direct
2022-12-12	Employee Stock Option (right to buy)	$0.9638	A	500000	Acquired	2032-12-11	Common Stock (500000)	Direct

Footnotes

F1: One-third (1/3rd) of the shares subject to the option vest on December 12, 2023, and the remaining shares subject to the option shall vest in twenty-four (24) equal monthly installments thereafter, subject to the Reporting Person's continuous service through each such vesting date (the "time-based vesting requirement").

F2: The option is subject to the aforementioned time-based vesting requirement and a performance-based vesting requirement. The performance-based vesting requirement uses the Issuer's stock price as vesting hurdles over a five-year period. There are two vesting hurdles at $5 and $10 per share, with each hurdle price applying to 50% of the shares underlying the option granted. A hurdle is met when the Issuer's closing trading stock price equals or exceeds the hurdle amount for any twenty (20) trading days during any consecutive thirty (30) trading day period. To the extent that the performance-based vesting requirement is satisfied prior to the termination of the Reporting Person's continuous service, the option will vest and become exercisable without regard to the time-based vesting requirement. The option will not vest and become exercisable unless and until the performance-based vesting requirement has been satisfied, even if the time-based vesting requirement has been satisfied.