Rigetti Computing (RGTI) Form 3 Initial statement of insider ownership

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Bessemer Venture Partners X L.P.

(Last) (First) (Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVE., SUITE 104

(Street)

LARCHMONT NY 10538

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/02/2022

3. Issuer Name and Ticker or Trading Symbol
Rigetti Computing, Inc. [ RGTI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	21,582,218(1)	I	See footnote(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Bessemer Venture Partners X L.P.

(Last) (First) (Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVE., SUITE 104

(Street)

LARCHMONT NY 10538

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Bessemer Venture Partners X Institutional L.P.

(Last) (First) (Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVE., SUITE 104

(Street)

LARCHMONT NY 105308

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Deer X & Co. L.P.

(Last) (First) (Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVENUE, SUITE 104

(Street)

LARCHMONT NY 10538

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Deer X & Co. Ltd.

(Last) (First) (Middle)

C/O BESSEMER VENTURE PARTNERS

1865 PALMER AVENUE, SUITE 104

(Street)

LARCHMONT NY 10538

(City) (State) (Zip)

Explanation of Responses:

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

2. Deer X & Co. Ltd. ("Deer Ltd.") is the general partner of Deer X & Co. L.P. ("Deer L.P."), which is the general partner of each of BVP X Inst and BVP X (collectively, the "Funds"). Deer Ltd. and Deer L.P. disclaim beneficial ownership of the securities held by the Funds, and this report shall not be deemed an admission that Deer Ltd. and Deer L.P. are the beneficial owners of such securities, except to the extent of their pecuniary interest therein, if any, by virtue of their direct and indirect general partner interests in the Funds.

Remarks:

	/s/ Scott Ring, General Counsel, Deer X & Co. Ltd., the General Partner of Deer X & Co. L.P., the General Partner of Bessemer Venture Partners X L.P.	03/11/2022
	/s/ Scott Ring, General Counsel, Deer X & Co. Ltd., the General Partner of Deer X & Co. L.P., the General Partner of Bessemer Venture Partners X Institutional L.P.	03/11/2022
	/s/ Scott Ring, General Counsel, Deer X & Co. Ltd., the General Partner of Deer X & Co. L.P.	03/11/2022
	/s/ Scott Ring, General Counsel, Deer X & Co. Ltd.	03/11/2022
	** Signature of Reporting Person	Date
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