X0306 4 2018-08-27 0001281895 ROCKET PHARMACEUTICALS, INC. RCKT 0001493215 RTW INVESTMENTS, LP 412 W 15TH STREET, FLOOR 9 NEW YORK NY 10011 true 0001493280 WONG RODERICK C/O RTW INVESTMENTS, LP 412 W 15TH STREET, FLOOR 9 NEW YORK NY 10011 true true 0001725743 Yalamanchi Naveen C/O RTW INVESTMENTS, LP 412 W 15TH STREET, FLOOR 9 NEW YORK NY 10011 true Equity Swap (Obligation to Sell) 22.05 2018-08-27 4 J 1 1 A Common Stock 500000 1 I See footnotes Equity Swap (Obligation to Buy) 22.05 2018-08-27 4 J 1 1 A Common Stock 500000 1 I See footnotes This Form 4 is being filed in connection with the equity swap transactions described below, which represent ordinary course rebalancing transactions in which the Funds (as defined below) entered into equity swap agreements to rebalance holdings between the Funds. After the transactions reported herein, the amount of Common Stock of the Issuer beneficially owned in the aggregate by the Reporting Persons did not change. On August 27, 2018, RTW Innovation Master Fund, Ltd. entered into an equity swap agreement with a third party. The reported equity swap was on 500,000 shares of Common Stock of the Issuer. Under the equity swap, RTW Innovation Master Fund, Ltd. will be obligated to pay to the third party any depreciation of the reference shares between the trade date and maturity, plus an accruing funding charge, and the third party will be obligated to pay to RTW Innovation Master Fund, Ltd. any appreciation of the reference shares between the trade date and maturity, minus an accruing funding charge. The equity swap expires on August 27, 2023, subject to extension. On August 27, 2018, RTW Master Fund, Ltd. entered into an equity swap agreement with the same a third party. The reported equity swap was on a basket of securities, which included 500,000 shares of Common Stock of the Issuer. Under the equity swap, RTW Master Fund, Ltd. will be obligated to pay to the third party any appreciation of the basket of reference shares between the trade date and maturity, plus an accruing funding charge, and the third party will be obligated to pay to RTW Master Fund, Ltd. any depreciation of the basket of reference shares between the trade date and maturity, minus an accruing funding charge. The equity swap expires on August 27, 2023, subject to extension. The securities reported herein may be deemed beneficially owned by each of: (i) RTW Investments, LP ("RTW"), which is deemed the beneficial owner of shares held by RTW Master Fund, Ltd. and RTW Innovation Master Fund, Ltd. (collectively, the "Funds"), which are investment funds managed by RTW, (ii) Roderick Wong, M.D., who serves as the Managing Partner and Chief Investment Officer of RTW and who is a director of the Issuer and Chairman of the Issuer's Board of Directors, and (iii) Naveen Yalamanchi, M.D., who serves as a Partner and Portfolio Manager of RTW and who is a director of the Issuer. Dr. Wong exercises voting and dispositive control over the securities held by RTW and is therefore deemed be the beneficial owner of securities owned or controlled by RTW. (continued from Footnote 4) Both Dr. Wong and Dr. Yalamanchi have a pecuniary interest in securities held by RTW. Dr. Yalamanchi disclaims beneficial ownership of the shares of common stock of the Issuer beneficially held by RTW, except to the extent of his pecuniary interest therein. Ex. 24 - Power of Attorney RTW Investments, LP; By: /s/ Alice Lee, attorney-in-fact for RTW Investments, LP 2018-08-29 /s/ Sara Turken, attorney-in-fact for Roderick Wong 2018-08-29 /s/ Sara Turken, attorney-in-fact for Naveen Yalamanchi 2018-08-29