Amended Statement of Ownership (sc 13g/a)
February 13 2023 - 6:07AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Rocket Lab USA, Inc. |
(Name of Issuer) |
|
Common Stock, $0.0001 par value |
(Title of Class of Securities) |
|
773122106 |
(CUSIP Number) |
|
December 31, 2022 |
(Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
¨
Rule 13d-1(b)
¨
Rule 13d-1(c)
x
Rule 13d-1(d)
*The remainder of this cover page shall be
filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
SCHEDULE 13G
1 |
Names of Reporting Persons |
Future Fund Board of Guardians |
2 |
Check the appropriate box if a member of a Group (see instructions) |
(a) ¨
(b) ¨ |
3 |
Sec Use Only |
|
4 |
Citizenship or Place of Organization |
Australia |
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5 |
Sole Voting Power |
0 |
6 |
Shared Voting Power |
29,260,021(1) |
7 |
Sole Dispositive Power |
0 |
8 |
Shared Dispositive Power |
29,260,021(1) |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person |
29,260,021(1) |
10 |
Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions)
¨ |
|
11 |
Percent of class represented by amount in row (9) |
6.18%(2)(3) |
12 |
Type of Reporting Person (See Instructions) |
OO |
(1) Consists of 29,260,021 shares of common stock held of record
by The Northern Trust Company in its capacity as custodian for Future Fund Investment Company No.5 Pty Ltd, which is a wholly owned subsidiary
of Future Fund Board of Guardians.
(2) Based
on the quotient obtained by dividing (a) the number of shares of common stock beneficially owned by the Reporting Person as set forth
in Row 9 by (b) the 473,257,191 shares of common stock outstanding as of November 4, 2022, as reported by the Issuer in its
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022 filed with the Securities and Exchange Commission
on November 9, 2022.
(3) Each share of common stock is entitled to one vote per share.
1 |
Names
of Reporting Persons |
Future Fund Investment Company No.5 Pty Ltd (ACN 134 338 926) |
2 |
Check
the appropriate box if a member of a Group (see instructions) |
(a) ¨
(b) ¨ |
3 |
Sec
Use Only |
|
4 |
Citizenship
or Place of Organization |
Australia |
Number of
Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5 |
Sole
Voting Power |
0 |
6 |
Shared
Voting Power |
29,260,021(1) |
7 |
Sole
Dispositive Power |
0 |
8 |
Shared Dispositive Power
|
29,260,021(1) |
9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
29,260,021(1) |
10 |
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
¨ |
|
11 |
Percent of class represented by amount in row (9) |
6.18%(2)(3) |
12 |
Type of Reporting Person (See Instructions) |
CO |
(1) Consists of 29,260,021 shares of common stock held of record
by The Northern Trust Company in its capacity as custodian for Future Fund Investment Company No.5 Pty Ltd, which is a wholly owned subsidiary
of Future Fund Board of Guardians.
(2) Based
on the quotient obtained by dividing (a) the number of shares of common stock beneficially owned by the Reporting Person as set forth
in Row 9 by (b) the 473,257,191 shares of common stock outstanding as of November 4, 2022, as reported by the Issuer in its
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022 filed with the Securities and Exchange Commission
on November 9, 2022.
(3) Each share of common stock is entitled to one vote per share.
Item 1.
Rocket Lab USA, Inc.
(b) | Address of Issuer’s Principal Executive Offices: |
3881 McGowen Street, Long
Beach, California 90808
Item 2.
(a) | Name of Person Filing: |
Future Fund Board of Guardians
Future Fund Investment Company No.5 Pty Ltd (ACN 134 338
926)
The Reporting Persons have entered
into a Joint Filing Agreement, which was filed as an exhibit to the Schedule 13G, pursuant to which the Reporting Persons have
agreed to file the Schedule 13G and any amendments thereto jointly in accordance with the provisions of
Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended.
(b) | Address of Principal Business Office or, if None, Residence: |
Level 14, 447 Collins Street, Melbourne VIC 3000, Australia
Australia
(d) | Title and Class of Securities: |
Common Stock, $0.0001 par value per
share
773122106
Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing
is a: |
Not applicable.
(a) | Amount
Beneficially Owned: 29,260,021 |
(b) | Percent
of Class: 6.18% |
(c) | Number of shares as to which such person has: |
| (i) | Sole
power to vote or to direct the vote: 0 |
| (ii) | Shared
power to vote or to direct the vote: 29,260,021 |
| (iii) | Sole power to dispose or
to direct the disposition of: 0 |
| (iv) | Shared power to dispose or
to direct the disposition of: 29,260,021 |
Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class
of securities, check the following ¨.
Item 6. | Ownership of more than Five Percent on Behalf of Another Person. |
Not applicable.
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By
the Parent Holding Company or Control Person. |
Future
Fund Investment Company No.5 Pty Ltd holds, indirectly through The Northern Trust Company, a company incorporated in the State of Illinois,
in its capacity as custodian for the Reporting Person, the ownership interest reported herein in Rocket Lab USA, Inc.
By virtue of Future Fund Board of Guardians
being the parent of Future Fund Investment Company No.5 Pty Ltd, Future Fund Board of Guardians may be deemed to share beneficial ownership
of the shares beneficially held by Future Fund Investment Company No.5 Pty Ltd.
Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
Item 9. | Notice of Dissolution of Group. |
Not applicable.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of
the issuer of
the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or
effect.
Signature
After reasonable inquiry and
to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 10, 2023
Executed by Future Fund Board of Guardians by: |
|
|
|
|
|
|
|
|
/s/ James Waldron |
|
/s/ Genevieve Murray |
Signature of Authorised Signatory |
|
Signature of Authorised Signatory |
|
|
|
James Waldron |
|
Genevieve Murray |
Name of Authorised Signatory |
|
Name of Authorised Signatory |
|
|
|
|
|
|
Executed by Future Fund Investment Company No.5 Pty Ltd by: |
|
|
|
|
|
|
|
|
/s/ Kylie Yong |
|
/s/ Christina Erlenmaier |
Signature of Director |
|
Signature of Company Secretary |
|
|
|
Kylie Yong |
|
Christina Erlenmaier |
Name of Director |
|
Name of Company Secretary |
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