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: Birch Amanda Sue (SVP, Technology Partnerships)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	352849	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (right to buy)	$0.272	2030-05-21	Common Stock (227649)		Direct
Employee Stock Option (right to buy)	$0.272	2028-04-03	Common Stock (4591)		Direct
Employee Stock Option (right to buy)	$0.272	2029-04-03	Common Stock (32791)		Direct

Footnotes

F1: Includes 205,507 shares issued pursuant to restricted stock unit ("RSU") grants. 53,608 RSUs shall vest in equal monthly installments over a period of four years commencing May 21, 2021 and 151,899 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: 13.000108% of this option vested and became exercisable on May 22, 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 March 19, 2019, 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 five years commencing April 1, 2019, subject to the
Reporting Person's continuous service with the Issuer on each such date.