FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Olson Jon A		 2. Issuer Name and Ticker or Trading Symbol

Rocket Lab USA, Inc. [ RKLB ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

C/O ROCKET LAB USA, INC, 3881 MCGOWEN STREET		 3. Date of Earliest Transaction (MM/DD/YYYY)

9/6/2022
(Street)

LONG BEACH, CA 90808
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 9/6/2022  M  362386 (1)A (2)400476 (3)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (4)9/6/2022  M     362386   (4) (4)Common Stock 362386 $0.00 0 D  
Explanation of Responses:
(1) Represents 120,795 shares of common stock issued on settlement of Restricted Stock Units ("RSUs") on September 6, 2022, and 241,591 RSUs subject to service-based vesting.
(2) Each RSU represents a contingent right to receive one share of the issuer's common stock upon settlement.
(3) Includes 120,795 shares of common stock issued on settlement of RSUs on September 6, 2022; 241,591 RSUs previously reported in Table II that remain subject to service-based vesting requirements described in note 4 below; and 38,090 RSUs previously reported on Table I subject to service-based vesting requirements.
(4) The RSUs are subject to both a service-based vesting condition and liquidity-based vesting condition. The liquidity-based vesting condition was waived by the Board for these RSUs on September 6, 2022. One-third of the RSUs satisfied the service-based vesting condition on August 22, 2022 and were settled for 120,795 shares of common stock on September 6, 2022, and the remaining two-thirds of the RSUs vest in eight substantially equal quarterly installments on each November 22nd, March 1st, May 22nd and August 22nd thereafter. As a result of the waiver of the liquidity-based vesting condition, the reporting person has elected to report the remaining unvested RSUs on Table I consistent with other service-based vesting RSU reporting.

Remarks:
Exhibit 24 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Olson Jon A
C/O ROCKET LAB USA, INC
3881 MCGOWEN STREET
LONG BEACH, CA 90808		X
Signatures
/s/ Jon A. Olson9/8/2022
**Signature of Reporting PersonDate
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 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).
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 control number.
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