Brian J. Sereda - Mar 2, 2022 Form 3 Insider Report for Rigetti Computing, Inc. (RGTI)

Role: Chief Financial Officer
Signature: /s/ Rick Danis, Attorney-in-Fact
Stock symbol: RGTI
Transactions as of: Mar 2, 2022
Transactions value $: $0
Form type: 3
Date filed: 3/11/2022, 04:23 PM
Previous filing: Aug 17, 2021
Next filing: Jun 14, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	RGTI	Common Stock						1.06M	Mar 2, 2022	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents shares issued pursuant to restricted stock unit ("RSU") grants. 1,048,875 RSUs shall vest 25% on August 12, 2022, and the remainder shall vest in 36 equal monthly installments thereafter and 6,689 RSUs vested or shall vest in 48 equal monthly installments commencing February 25, 2021. 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.

Content

Represents shares issued pursuant to restricted stock unit ("RSU") grants. 1,048,875 RSUs shall vest 25% on August 12, 2022, and the remainder shall vest in 36 equal monthly installments thereafter and 6,689 RSUs vested or shall vest in 48 equal monthly installments commencing February 25, 2021. All vesting is subject to the Reporting Person's continuous service with the Issuer on each such date.

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.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney