SEC FORM 3

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^*

Rivas David

(Last)

(First)

(Middle)

C/O RIGETTI COMPUTING, INC.

775 HEINZ AVENUE

(Street)

BERKELEY

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, Sys. and Serv. (Software)

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	241,814⁽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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Employee Stock Option (right to buy)	⁽³⁾	05/21/2030	Common Stock	284,982⁽²⁾	$0.272	D
Employee Stock Option (right to buy)	⁽⁴⁾	01/28/2029	Common Stock	393⁽²⁾	$0.272	D
Employee Stock Option (right to buy)	⁽⁴⁾	01/28/2029	Common Stock	3,541⁽²⁾	$0.272	D
Employee Stock Option (right to buy)	⁽⁵⁾	04/03/2029	Common Stock	94,438⁽²⁾	$0.272	D

Explanation of Responses:

1. Represents shares issued pursuant to restricted stock unit ("RSU") grants. 140,531 RSUs shall vest in equal monthly installments over a period of four years commencing May 21, 2021 and 101,283 RSUs vested or shall vest (i) 50% in 12 equal monthly installments on the last day of each month commencing February 28, 2022 and (ii) 50% vested or shall vest in 48 equal monthly installments on the last day of each month commencing February 28, 2022. 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. 6.99993% of this option vested and became exercisable as of 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. This option is fully vested and exercisable.

5. 20% of this option vested and became exercisable on March 4, 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.

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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.