Rocket Pharmaceuticals Inc.

09/23/2025 | Press release | Distributed by Public on 09/23/2025 14:21

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
RTW INVESTMENTS, LP
2. Issuer Name and Ticker or Trading Symbol
ROCKET PHARMACEUTICALS, INC. [RCKT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
See remarks
(Last) (First) (Middle)
40 10TH AVENUE, FLOOR 7,
3. Date of Earliest Transaction (Month/Day/Year)
09/19/2025
(Street)
NEW YORK, NY 10014
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
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 09/19/2025 X/K(1) 1,000,000 A $40.0324 19,188,457 I See footnote(2)
Common Stock 09/19/2025 J/K(1) 1,000,000 D $3.105 18,188,457 I See footnote(2)
Common Stock 09/19/2025 X/K(3) 41,000 A $19.0916 18,229,457 I See footnote(2)
Common Stock 09/19/2025 J/K(3) 41,000 D $3.105 18,188,457 I See footnote(2)
Common Stock 09/19/2025 X/K(4) 59,000 A $17.8112 18,247,457 I See footnote(2)
Common Stock 09/19/2025 J/K(4) 59,000 D $3.105 18,188,457 I See footnote(2)
Common Stock 47,667(5) D(5)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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
Equity Swap (obligation to buy)(1) $40.0324 09/19/2025 X/K(1) 1 (1) (1) Common Stock 1,000,000 (1) 0 I See footnote(2)
Equity Swap (obligation to buy)(3) $19.0916 09/19/2025 X/K(3) 1 (3) (3) Common Stock 41,000 (3) 0 I See footnote(2)
Equity Swap (obligation to buy)(4) $17.8112 09/19/2025 X/K(4) 1 (4) (4) Common Stock 59,000 (4) 0 I See footnote(2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RTW INVESTMENTS, LP
40 10TH AVENUE, FLOOR 7
NEW YORK, NY 10014
X X See remarks
WONG RODERICK
C/O RTW INVESTMENTS, LP
40 10TH AVENUE, FLOOR 7
NEW YORK, NY 10014
X X See Remarks

Signatures

RTW Investments, LP, By /s/ Roderick Wong, M.D., Managing Partner 09/23/2025
**Signature of Reporting Person Date
Roderick Wong, By /s/ Roderick Wong, M.D. 09/23/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On September 19, 2025, the equity swap entered into by RTW Innovation Master Fund, Ltd. previously reported on the Forms 4 filed by the Reporting Persons on May 13, 2021 and April 5, 2023, expired and settled in accordance with its terms. After the transaction reported herein, the amount of Common Stock of the Issuer beneficially owned in the aggregate by the Reporting Persons did not change.
(2) This Form 4 is being filed by each of (i) RTW Investments, LP (the "Adviser") with respect to the securities held by certain investment funds managed by the Adviser (the "RTW Funds") and (ii) Roderick Wong, M.D. ("Dr. Wong"), who serves as the Managing Partner and Chief Investment Officer of the Adviser and who is a director of the Issuer and Chairman of the Issuer's Board of Directors.
(3) On September 19, 2025, the equity swap entered into by RTW Innovation Master Fund, Ltd previously reported on the Form 4 filed by the Reporting Persons on December 22, 2022 expired and settled in accordance with its terms. After the transaction reported herein, the amount of Common Stock of the Issuer beneficially owned in the aggregate by the Reporting Persons did not change.
(4) On September 19, 2025, the equity swap entered into by RTW Innovation Master Fund, Ltd previously reported on the Form 4 filed by the Reporting Persons on December 23, 2022 expired and settled in accordance with its terms. After the transaction reported herein, the amount of Common Stock of the Issuer beneficially owned in the aggregate by the Reporting Persons did not change.
(5) Represents restricted stock units ("RSUs") held by Dr. Wong that convert to common stock on a one-for-one basis. The RSUs will vest in full on June 18, 2026.

Remarks:
The Adviser may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934 by virtue of the fact that each of Dr. Wong, Gotham Makker, who serves as a Partner and Head of Strategic Investments of the Adviser, and Piratip Pratumsuwan, who serves as Managing Director, Research Analyst of the Adviser, currently serves on the board of directors of the Issuer. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to 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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