SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Patel Kinnari
(Last) (First) (Middle)
C/O ROCKET PHARMACEUTICALS, INC.
9 CEDARBROOK DRIVE
(Street)
CRANBURY NJ 08512
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ROCKET PHARMACEUTICALS, INC. [ RCKT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
02/16/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock(1) 02/16/2024 S 7,132(2)(3) D $29.838 238,346 D
Common Stock(1)(4) 02/16/2024 A 33,288 A $0 271,634 D
Common Stock(1) 5,675 I By Spouse
Common Stock(1) 101,594 I By Adaptive Technology LLC(5)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $30.01 02/16/2024 A 98,183 (6) 02/16/2034 Common Stock 98,183 $0 98,183 D
Explanation of Responses:
1. The shares beneficially owned by the reporting person are subject to a lock-up agreement dated September 12, 2023 (the "Lock-Up Agreement").
2. The sales reported on this Form 4 represent shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of Restricted Stock Units (RSUs) received by the Reporting Person.
3. The shares of common stock were sold by the Reporting Person pursuant to an exemption to the Lock-Up Agreement in order to pay tax withholding obligations in connection with the vesting of RSUs. Notwithstanding the sales reported on this Form 4, the securities beneficially owned by the reporting person remain subject to the terms of the Lock-Up Agreement.
4. Represent RSUs that convert to common stock on a one-for-one basis. One-third (1/3) of such RSUs will become fully vested on February 16, 2025, with the remaining shares vesting in equal quarterly installments over the following two years.
5. The shares are held indirectly through Adaptive Technology, LLC, a limited liability company that is owned and managed by the reporting person's husband.
6. This option represents a right to purchase a total of 98,183 shares of the Issuer's Common Stock, one-third of which will become fully vested and exercisable on February 16, 2025, with the remaining shares vesting in equal quarterly installments over the following two years, subject to the reporting person's continued employment with the Issuer.
Remarks:
President & Chief Operating Officer
/s/ Martin Wilson, as attorney-in-fact for Kinnari Patel 02/21/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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