SEC Form 4 · accession 0001209191-15-018745

ROCKET PHARMACEUTICALS, INC. · RCKT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

DEVON PARK BIOVENTURES LP

10% Owner

Devon Park Associates, L.P.

10% Owner

Devon Park Associates, LLC

10% Owner

Period of report

Feb 23, 2015

Accepted (ET)

Feb 25, 2015 · 6:11 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001281895

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Feb 23, 2015	C	2,323,610	—	A	2,323,610	I	See Footnotes
Common Stock^F3,F2	Feb 23, 2015	C	105,933	—	A	2,429,543	I	See Footnotes
Common Stock^F2,F4	Feb 23, 2015	P	814,166	$6.00	A	3,243,709	I	See Footnotes

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series AA Convertible Preferred Stock^F1,F2	—	Feb 23, 2015	C	7,432,720	D	—	—	Common Stock	2,323,610	0	I
Convertible Promissory Notes^F3,F2	—	Feb 23, 2015	C	626,943	D	—	—	Common Stock	105,933	0	I

Explanation of responses

F1Consists of the following shares of Common Stock issued upon conversion of shares of Series AA Convertible Preferred Stock ("Series AA") and accrued and unpaid dividends thereon, on a 4.05783-for-1 basis, upon the closing of the Issuer's initial public offering: 2,323,610 shares held directly by Devon Park Bioventures LP. The shares of Series AA had no expiration date.
F2Securities are held directly by Devon Park Bioventures, LP. Devon Park Associates, LLC is the general partner of Devon Park Associates, L.P., which is the general partner of Devon Park Bioventures, LP. Messrs. Marc Ostro, Christopher Moller and Devang Kantesaria, a member of the Issuer's board of directors, are the founding members and managing members of Devon Park Associates, LLC. Each such managing member (the "Founding Member") may be deemed to have shared voting and investment power over the shares beneficially owned by Devon Park Bioventures, LP. Each Founding Member disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Founding Members are the beneficial owners of such securities for Section 16 or any other purpose.
F3The outstanding principal amount and all accrued and unpaid interest under the Convertible Promissory Notes were automatically converted upon the closing of the Issuer's initial public offering into shares of Common Stock at the initial public offering price of $6.00 per share. The Convertible Promissory Notes had no expiration date. The number of shares of Common Stock as shown in column 4 of Table I consists of 105,933 shares held directly by Devon Park Bioventures LP.
F4Consists of the following shares purchased at the Issuer's initial public offering: 814,166 shares held directly by Devon Park Bioventures LP.