SEC Form 4 · accession 0001140361-18-046034
ROCKET PHARMACEUTICALS, INC. · RCKT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Dec 28, 2018 | A | 100,000 | $13.93 | A | 16,507,319 | I | By RTW |
Table II — derivative securities
Explanation of responses
- F1The shares of common stock were purchased from the Issuer in a private placement, which transaction is exempt from Section 16(b) in accordance with Rule 16b-3(d)(1) promulgated under the Securities Exchange Act of 1934, as amended.
- F2The securities reported herein may be deemed beneficially owned by each of: (i) RTW Investments, LP ("RTW"), which is deemed the beneficial owner of shares held by RTW Master Fund, Ltd., RTW Innovation Master Fund, Ltd. and RTW Special Purpose Fund I, LLC (collectively, the "Funds"), which are investment funds managed by RTW, (ii) Roderick Wong, M.D., who serves as the Managing Partner and Chief Investment Officer of RTW and who is a director of the Issuer and Chairman of the Issuer's Board of Directors, and (iii) Naveen Yalamanchi, M.D., who serves as a Partner and Portfolio Manager of RTW and who is a director of the Issuer. Dr. Wong exercises voting and dispositive control over the securities held by RTW and is therefore deemed be the beneficial owner of securities owned or controlled by RTW.
- F3Both Dr. Wong and Dr. Yalamanchi have a pecuniary interest in securities held by RTW. Dr. Yalamanchi disclaims beneficial ownership of the shares of common stock of the Issuer beneficially held by RTW, except to the extent of his pecuniary interest therein. The shares reported above exclude 113,641 shares of common stock indirectly beneficially held by Dr. Yalamanchi through the Naveen Yalamanchi Revocable Living Trust, February 9, 2016.
Remarks
Roderick Wong, the Managing Partner and Chief Investment Officer of RTW Investments, LP, is the Chairman of the Issuer's Board of Directors. Additionally, Naveen Yalamanchi, who serves as a Partner and Portfolio Manager of RTW Investments, LP, also serves as a director of the Issuer. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, RTW Investments, LP and its managed investment funds are collectively deemed to be a director by deputization by virtue of the service of Drs. Wong and Yalamanchi on the Issuer's Board of Directors. Consistent with this determination, the Issuer's Board of Directors has acknowledged that RTW Investments, LP and its managed investment funds are collectively deemed to be a director by deputization.