SEC Form 4 · accession 0001209191-15-018758

ROCKET PHARMACEUTICALS, INC. · RCKT

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

Reporting owner

Argeris N Karabelas

Director · 10% Owner

Period of report

Feb 23, 2015

Accepted (ET)

Feb 25, 2015 · 6:19 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,F3	Feb 23, 2015	C	1,394,645	—	A	1,609,747	I	See Footnotes
Common Stock^F4,F3	Feb 23, 2015	C	63,560	—	A	1,673,307	I	See Footnotes
Common Stock^F3,F5	Feb 23, 2015	P	603,832	$6.00	A	2,277,139	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,F3	—	Feb 23, 2015	C	4,459,658	D	—	—	Common Stock	1,394,645	0	I
Convertible Promissory Notes^F4,F3	—	Feb 23, 2015	C	—	D	—	—	Common Stock	63,560	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: (i) 511,781 shares held directly by Care Capital Investments II, LP ("Care Investments II"), (ii) 35,132 shares held directly by Care Capital Offshore Investments II, LP ("Offshore II"), (iii) 833,811 shares held directly by Care Capital Investments III, LP ("Care Investments III"), and (iv) 13,921 shares held directly by Care Capital Offshore Investments III, LP ("Offshore III"). The shares of Series AA had no expiration date.
F2Care Capital II, LLC is the general partner of Care Investments II and Offshore II and as a result, Care Capital II, LLC has the ultimate power to vote or direct the vote and to dispose or direct the disposition of such shares. Argeris Karabelas, a member of the Issuer's board of directors, is a managing member of Care Capital II, LLC. Care Capital II, LLC is managed by three or more members and accordingly none of the managing members is deemed to have voting or dispositive control over the securities. Dr. Karabelas disclaims beneficial ownership of all such shares held by the foregoing funds, except to the extent of his proportionate pecuniary interest therein.
F3Care Capital III, LLC is the general partner of Care Investments III and Offshore III and as a result, Care Capital III, LLC has the ultimate power to vote or direct the vote and to dispose or direct the disposition of such shares. Argeris Karabelas, a member of the Issuer's board of directors, is a managing member of Care Capital III, LLC. Care Capital III, LLC is managed by three or more members and accordingly none of the managing members is deemed to have voting or dispositive control over the securities. Dr. Karabelas disclaims beneficial ownership of all such shares held by the foregoing funds, except to the extent of his proportionate pecuniary interest therein.
F4The 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 the following: (i) 62,516 shares held directly by Care Investments III, and (ii) 1,044 shares held directly by Offshore III.
F5Consists of the following shares purchased at the Issuer's initial public offering: (i) 593,913 shares held directly by Care Investments III, and (ii) 9,919 shares held directly by Offshore III.