Rigetti Computing, Inc. — Director's Dealing 2023

Jun 20, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Rigetti Computing, Inc. (RGTI)
CIK: 0001838359
Period of Report: 2023-06-15

Reporting Person: COWAN DAVID J/CA (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-06-15	Common Stock	A	113821	$0.00	Acquired	181257	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	0	Indirect

Footnotes

F1: Represents an annual grant of RSUs for service as a director of the Issuer. The shares underlying the RSUs will vest in full on the earlier of (i) the date of the Issuer's 2024 annual meeting of the stockholders (or the date immediately prior to such annual meeting if the Reporting Person's service as a director ends at such annual meeting) or (ii) on June 15, 2024, each subject to the Reporting Person's continuous service with the Issuer as of the applicable vesting date.

F2: The Reporting Person has agreed to assign to Deer Management Co, LLC the right to any shares issuable pursuant to this grant or any proceeds from the sale thereof.

F3: As of the date hereof, Bessemer Venture Partners X Institutional L.P. ("BVP X Inst") and Bessemer Venture Partners X L.P. ("BVP X" and together with BVP X Inst, the "Funds") own 10,450,110 shares and 11,132,108 shares, respectively of Common Stock.

F4: The Reporting Person is a director of Deer X & Co. Ltd ("Deer Ltd."), which is the general partner of Deer X & Co. L.P. ("Deer LP"), which is the general partner of each of the Funds. The Reporting Person disclaims beneficial ownership of the securities held by the Funds, except to the extent of his pecuniary interest, if any, in such securities by virtue of his interest in Deer Ltd. and Deer LP and his indirect limited partnership interest in the Funds. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities.