Mike Harburn Form 3 Rigetti Computing / Mike Harburn ownership change

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^*

Harburn Mike

(Last) (First) (Middle)

C/O RIGETTI COMPUTING, INC.

775 HEINZ AVENUE

(Street)

BERKELEY CA 94710

(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	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Fabrication Ops. Hardware

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

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

X	Form filed by One Reporting Person
	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	480,329(1)(2)	D

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
Employee Stock Option (right to buy)	(3)	05/21/2030	Common Stock	275,893(2)	0.272	D
Employee Stock Option (right to buy)	(4)	07/10/2028	Common Stock	31,479(2)	0.272	D
Employee Stock Option (right to buy)	(5)	04/03/2029	Common Stock	47,219(2)	0.272	D

Explanation of Responses:

1. Represents shares issued pursuant to restricted stock unit ("RSU") grants. 322,679 RSUs vested or shall vest in 48 equal monthly installments commencing May 21, 2021 and 157,650 RSUs vested or shall vest in 48 equal monthly installments commencing on February 25, 2021. All vesting is subject to the Reporting Person's continuous service with the Issuer on each such date.

2. 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.

3. 11.49988% of this option vested and became exercisable on February 18, 2020, with the remainder vesting in 48 equal monthly installments thereafter, subject to the Reporting Person's continuous service with the Issuer on each such date.

4. 20% of this option vested and became exercisable on July 18, 2019, with the remainder vesting in 48 equal monthly installments thereafter, subject to the Reporting Person's continuous service with the Issuer on each such date.

5. This option shall vest and become exercisable in equal monthly installments over a period of five years commencing April 1, 2019, subject to the Reporting Person's continuous service with the Issuer on each such date.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ Rick Danis, Attorney-in-Fact	03/11/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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