Rigetti Computing Inc.

11/12/2024 | Press release | Distributed by Public on 11/12/2024 20:00

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Bessemer Venture Partners X L.P.
2. Issuer Name and Ticker or Trading Symbol
Rigetti Computing, Inc. [RGTI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O BESSEMER VENTURE PARTNERS,, 1865 PALMER AVENUE, SUITE 104 		3. Date of Earliest Transaction (Month/Day/Year)
11/08/2024
(Street)
LARCHMONT, NY 10538 		4. If Amendment, Date 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
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
COMMON STOCK 11/08/2024 S 713,886(1) D $1.52(1) 20,868,332 I SEE FOOTNOTES(2)(3)
COMMON STOCK 11/11/2024 S 1,286,114(4) D $1.52(4) 19,582,218 I SEE FOOTNOTES(2)(5)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bessemer Venture Partners X L.P.
C/O BESSEMER VENTURE PARTNERS,
1865 PALMER AVENUE, SUITE 104
LARCHMONT, NY 10538 		X
Bessemer Venture Partners X Institutional L.P.
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVE., SUITE 104
LARCHMONT, NY 105308 		X
Deer X & Co. L.P.
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVE., SUITE 104
LARCHMONT, NY 10538 		X
Deer X & Co. Ltd.
C/O BESSEMER VENTURE PARTNERS
1865 PALMER AVENUE, SUITE 104
LARCHMONT, NY 10538 		X

Signatures

/s/ Scott Ring, General Counsel, Deer IX & Co. Ltd., the General Partner of Deer X & Co. L.P., the General Partner of Bessemer Venture Partners X L.P 11/12/2024
**Signature of Reporting Person Date
/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. 11/12/2024
**Signature of Reporting Person Date
/s/ Scott Ring, General Counsel, Deer X & Co. Ltd., the General Partner of Deer X & Co. L.P. 11/12/2024
**Signature of Reporting Person Date
/s/ Scott Ring, General Counsel, Deer X & Co. Ltd. 11/12/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) On November 8, 2024, Bessemer Venture Partners X Institutional L.P. ("BVP X Inst") and Bessemer Venture Partners X L.P. ("BVP X") sold 345,663 and 368,223 shares of Common Stock of Rigetti Computing, Inc., respectively, at a weighted average price of $1.52. These shares were sold in multiple transactions at prices ranging from $1.45 to $1.55. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
(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.
(3) Following the sale on November 8, 2024, BVP X Inst held 10,104,447 shares of Common Stock and BVP X held 10,763,885 shares of Common Stock.
(4) On November 11, 2024, BVP X Inst and BVP X sold 622,736 and 663,885 shares of Common Stock of Rigetti Computing, Inc., respectively, at a weighted average price of $1.50. These shares were sold in multiple transactions at prices ranging from $1.43 to $1.53. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
(5) Following the sale on November 11, 2024, BVP X Inst held 9,481,711 shares of Common Stock and BVP X held 10,100,507 shares of Common Stock.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.