Amended Statement of Beneficial Ownership (3/a)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	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 ^*

Saintil Merline

2. Date of Event Requiring Statement (MM/DD/YYYY) 8/25/2021

3. Issuer Name and Ticker or Trading Symbol

Rocket Lab USA, Inc. [RKLB]

(Last) (First) (Middle)

C/O ROCKET LAB USA, INC., 3881 MCGOWEN STREET

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

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

(Street)

LONG BEACH, CA 90808

(City) (State) (Zip)

5. If Amendment, Date Original Filed(MM/DD/YYYY)
9/7/2021

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)

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽¹⁾	⁽¹⁾	Common Stock	362386	⁽¹⁾	D
Earnout Rights (restricted stock units)	⁽²⁾	⁽²⁾	Common Stock	29284	⁽²⁾	D

Explanation of Responses:
(1)	Each restricted stock unit ("RSU") represents a contingent right to receive one share of the issuer's common stock. The RSUs are subject to time-based vesting conditions, with one-third of the RSUs vesting on August 22, 2022 and the remaining two-thirds of the RSUs vesting in eight substantially equal quarterly installments on each November 22nd, March 1st, May 22nd and August 22nd thereafter, subject, in each case, to the reporting person's continued service to the issuer. The RSUs are also subject to liquidity-based vesting conditions, which will be satisfied upon the first to occur of (i) a sale event with respect to the issuer or (ii) the issuer's initial public offering, in either case, prior to the expiration date of June 3, 2028. The time-based vesting schedule for these RSUs was incorrectly described in the reporting person's original Form 3.
(2)	Each earnout right represents a contingent right (based on the reporting person's ownership of RSUs) to receive one share of the issuer's common stock. The earnout rights vest upon the issuer's common stock achieving a closing price per share equal to or greater than $20.00 for a period of at least 20 trading days out of 30 consecutive trading days during the period commencing on the 90th day following August 25, 2021 and ending on the 180th day following August 25, 2021. If the earnout rights vest, the reporting person's RSUs will be adjusted to relate to an additional number of shares of the issuer's common stock equal to the number of earnout rights that vest. If the target closing stock price is not achieved during such period, the earnout rights will be forfeited.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Saintil Merline C/O ROCKET LAB USA, INC. 3881 MCGOWEN STREET LONG BEACH, CA 90808	X