SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

Schwartz Jonathan David

(Last)

(First)

(Middle)

C/O ROCKET PHARMACEUTICALS, INC.

9 CEDARBROOK DRIVE

(Street)

CRANBURY

08512

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/25/2024

3. Issuer Name and Ticker or Trading Symbol
ROCKET PHARMACEUTICALS, INC. [ RCKT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock⁽¹⁾	172,413⁽¹⁾⁽²⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)⁽³⁾	03/29/2019⁽³⁾	03/29/2028	Common Stock	60,000	$18.75	D
Stock Option (Right to Buy)⁽³⁾	01/28/2020⁽³⁾	01/28/2029	Common Stock	75,000	$14.56	D
Stock Option (Right to Buy)⁽³⁾	09/02/2020⁽³⁾	09/02/2029	Common Stock	30,000	$10.85	D
Stock Option (Right to Buy)⁽³⁾	02/06/2021⁽³⁾	02/06/2030	Common Stock	75,000	$22.72	D
Stock Option (Right to Buy)⁽³⁾	02/10/2021⁽³⁾	02/10/2030	Common Stock	7,000	$23.89	D
Stock Option (Right to Buy)⁽³⁾	02/04/2022⁽³⁾	02/04/2031	Common Stock	35,000	$62.32	D
Stock Option (Right to Buy)⁽³⁾	02/14/2023⁽³⁾	02/14/2032	Common Stock	81,010	$19.05	D
Stock Option (Right to Buy)⁽³⁾	02/14/2024⁽³⁾	02/14/2033	Common Stock	124,496	$20.04	D
Stock Option (Right to Buy)⁽³⁾	02/16/2025⁽³⁾	02/16/2034	Common Stock	57,273	$30.01	D

Explanation of Responses:

1. Represents 95,726 shares of the Issuer's common stock and 78,687 Restricted Stock Units ("RSUs") that convert to common stock on a one-for-one basis.

2. Includes unvested RSUs from grants of (i) 19,418 RSUs on February 16, 2024, (ii) 41,541 RSUs on February 14, 2023, and (iii) 25,984 RSUs on February 14, 2022; one-third of such RSUs granted vest on the first anniversary of the grant date and the remaining two-thirds vest in equal quarterly installments over the following two years. Includes a grant of 22,896 RSUs on August 12, 2022, all of which vest on August 12, 2025.

3. This option represents a right to purchase shares of the Issuer's common stock, one-third become fully vested and exercisable on the first anniversary of the grant date, 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:

Chief Medical & Gene Therapy Officer Exhibit 24: Power of Attorney

	/s/ Martin Wilson, as attorney-in-fact for Jonathan Schwartz	04/03/2024
	** 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 5 (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.