Rigetti Computing, Inc. — Director's Dealing 2023

Apr 1, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Rigetti Computing, Inc. (RGTI)
CIK: 0001838359
Period of Report: 2023-03-30

Reporting Person: Rivas David (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-03-30	Common Stock	S	19646	$0.56	Disposed	309336	Direct
2023-03-30	Common Stock	A	600000	$0.00	Acquired	909336	Direct

Footnotes

F1: The sales reported in this Form 4 represent nondiscretionary sales of shares required to be sold by the Reporting Person pursuant to sell to cover transactions to satisfy tax withholding obligations in connection with the settlement of restricted stock units.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.55 to $0.5749 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F3: Represents a performance-based restricted stock unit ("PSU") award. The PSUs vest in 48 equal monthly installments commencing on February 20, 2023, subject to the Reporting Person's continuous service through each such vesting date (the "time-based vesting requirement"). In addition, the PSUs are subject to a performance-based vesting requirement (the "performance-based vesting requirement") that uses the Issuer's stock price as vesting hurdles over a five-year period. There are two vesting hurdles at $2 and $4 per share, with each hurdle price applying to 50% of the shares 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. Any portion of the PSUs that has not satisfied the performance-based vesting requirement on or prior to the end of the five-year period will be forfeited without consideration.