SEC Form 4 · accession 0001209191-15-018838

ROCKET PHARMACEUTICALS, INC. · RCKT

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

Reporting owners

Pitango Venture Capital Fund IV, L.P.

10% Owner

Pitango Venture Capital Principals Fund IV, L.P.

10% Owner

Pitango G.C. Capital Holdings Ltd.

10% Owner

Pitango V.C. Fund IV, L.P.

10% Owner

Period of report

Feb 23, 2015

Accepted (ET)

Feb 25, 2015 · 8:36 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	847,424	—	A	1,042,066	I	See Footnotes
Common Stock^F3,F2	Feb 23, 2015	C	38,143	—	A	1,080,209	I	See Footnotes
Common Stock^F2,F4	Feb 23, 2015	P	212,375	$6.00	A	1,292,584	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	2,676,348	D	—	—	Common Stock	847,424	0	I
Convertible Promissory Notes^F3,F2	—	Feb 23, 2015	C	225,747	D	—	—	Common Stock	38,143	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) 829,520 shares held directly by Pitango Venture Capital Fund IV L.P. ("Pitango Fund IV"), and (ii) 17,904 shares held directly by Pitango Venture Capital Fund Principals IV L.P. ("Pitango Principals IV"). The shares of Series AA had no expiration date.
F2Pitango V.C. Fund IV, L.P. is the General Partner of Pitango Fund IV and Pitango Principals IV, with its own General Partner being Pitango G.P. Capital Holdings Ltd., an Israeli company, owned indirectly by six individuals. These six individuals share voting and dispositive power of the Isuer's shares but none has sole voting or dispositive power of the Issuer's shares.
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 the following: (i) 37,337 shares held directly by Pitango Fund IV, and (ii) 806 shares held directly by Pitango Principals IV.
F4Consists of the following shares purchased at the Issuer's initial public offering: (i) 207,886 shares held directly by Pitango Fund IV, and (ii) 4,489 shares held directly by Pitango Principals IV.