Rigetti Computing, Inc. — Director's Dealing 2022

Aug 18, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Rigetti Computing, Inc. (RGTI)
CIK: 0001838359
Period of Report: 2022-08-16

Reporting Person: Clifton Michael S. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-08-16	Common Stock	J	1052250	$0.00	Acquired	1182186	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-08-16	Warrant (right to buy)	$11.50	J	556250	Acquired	2027-03-02	Common Stock (556250)	Direct

Footnotes

F1: Represents a pro rata distribution without additional consideration to the Reporting Person from Supernova Partners II LLC.

F2: Includes 309,875 shares that will vest if, during the five year period following March 2, 2022 (the "Closing"), the volume weighted average price of the Issuer's common stock equals or exceeds $12.50 for any twenty trading days within a period of thirty consecutive trading days, and (ii) 72,534 shares that will vest if, during the five year period following the Closing, the volume weighted average price of common stock equals or exceeds $15.00 for any twenty trading days within a period of thirty consecutive trading days. Any such shares that remain unvested after the fifth anniversary of the Closing will be forfeited.

F3: Fully vested and exercisable.