Rigetti Computing, Inc. — Director's Dealing 2022

Mar 11, 2022

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Rigetti Computing, Inc. (RGTI)
CIK: 0001838359
Period of Report: 2022-03-02

Reporting Person: Danis Richard (General Counsel and Corp. Sec.)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	260932	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$0.272	2030-05-21	Common Stock (245818)		Direct
Employee Stock Option (right to buy)	$0.272	2029-09-19	Common Stock (70829)		Direct
Employee Stock Option (right to buy)	$0.272	2030-07-14	Common Stock (70829)		Direct

Footnotes

F1: Represents shares issued pursuant to restricted stock unit ("RSU") grants. 135,617 RSUs vested or shall vest in 48 equal monthly installments commencing May 21, 2021 and 125,315 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. All vesting is subject to the Reporting Person's continuous service with the Issuer on each such date.

F2: The securities reported herein were acquired by the Reporting Person prior to the Reporting Person becoming an executive officer of the Issuer. The Reporting Person was appointed as an executive officer of the Issuer effective immediately after the effective time of the Second Merger as defined in that Agreement and Plan of Merger, dated as of October 6, 2021, as amended on December 23, 2021 and January 10, 2022 (the "Merger Agreement"), by and among the Issuer, Supernova Merger Sub, Inc., Supernova Romeo Merger Sub, LLC, and Rigetti Holdings, Inc.

F3: 14.44808% of this option vested and became exercisable on July 23, 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.

F4: 20% of this option vested and became exercisable on July 23, 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.

F5: This option shall vest and become exercisable in equal monthly installments over a period of four years commencing August 15, 2020, subject to the Reporting Person's continuous service with the Issuer on each such date.