Rtw Investments, Lp - Sep 15, 2023 Form 4 Insider Report for ROCKET PHARMACEUTICALS, INC. (RCKT)

Role
Director, Other*, 10%+ Owner
Signature
RTW Investments, LP, By: /s/ Roderick Wong, Managing Partner
Stock symbol
RCKT
Transactions as of
Sep 15, 2023
Transactions value $
$50,000,010
Form type
4
Date filed
9/19/2023, 04:15 PM
Previous filing
Aug 30, 2023
Next filing
Nov 24, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction RCKT Pre-funded Warrant (right to buy) Purchase $50M +3.13M $15.99 3.13M Sep 15, 2023 Common Stock 3.13M $0.01 See footnote F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Subject to the terms and conditions set forth in the Pre-funded Warrant, the holder thereof may, at any time and from time to time on or after September 15, 2023, exercise the Pre-funded Warrant until it has been exercised in full. The Pre-funded Warrants reported herein contain an exercise limitation prohibiting the holder from exercising the Pre-Funded Warrants until such time as the holder, together with the Reporting Persons and certain other related parties, would not beneficially own after any such exercise more than 9.99% of the then issued and outstanding Common Stock (the "Blocker"). Due to the Blocker, the Pre-funded Warrants beneficially owned by the Reporting Persons are not presently exercisable.
F2 This Form 4 is being filed by each of (i) RTW Investments, LP (the "Adviser") with respect to the securities held by certain investment funds managed by the Adviser (the "RTW Funds") and (ii) Roderick Wong, M.D. ("Dr. Wong"), who serves as the Managing Partner and Chief Investment Officer of the Adviser and who is a director of the Issuer and Chairman of the Issuer's Board of Directors.

Remarks:

The Adviser may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934 by virtue of the fact that each of Dr. Wong, Naveen Yalamanchi, M.D., who serves as a Partner and Portfolio Manager of the Adviser, and Gotham Makker, who serves as a Partner and Head of Strategic Investments of the Adviser, currently serves on the board of directors of the Issuer. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.