SEC FORM 4

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).

1. Name and Address of Reporting Person^*

Militello John

(Last)

(First)

(Middle)

C/O ROCKET PHARMACEUTICALS, INC.

9 CEDARBROOK DRIVE

(Street)

CRANBURY

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)
03/21/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾⁽²⁾	02/14/2022		J⁽¹⁾		2,903	A	$0	24,420	D
Common Stock⁽¹⁾⁽²⁾	04/18/2022		J⁽¹⁾		7,932	A	$0	32,352	D
Common Stock⁽¹⁾⁽³⁾	08/12/2022		J⁽¹⁾		14,310	A	$0	46,662	D
Common Stock⁽¹⁾⁽²⁾	02/14/2023		J⁽¹⁾		11,067	A	$0	57,729	D
Common Stock⁽⁴⁾	03/21/2024		S⁽⁴⁾		2,490	D	$28.104	55,239	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units⁽¹⁾⁽²⁾	⁽⁵⁾	02/14/2022		J⁽¹⁾		2,903		⁽¹⁾	⁽¹⁾	Common Stock	2,903	$0	0	D
Restricted Stock Units⁽¹⁾⁽²⁾	⁽⁵⁾	04/18/2022		J⁽¹⁾		7,932		⁽¹⁾	⁽¹⁾	Common Stock	7,932	$0	0	D
Restricted Stock Units⁽¹⁾⁽³⁾	⁽⁵⁾	08/12/2022		J⁽¹⁾		14,310		⁽¹⁾	⁽¹⁾	Common Stock	14,310	$0	0	D
Restricted Stock Units⁽¹⁾⁽²⁾	⁽⁵⁾	02/14/2023		J⁽¹⁾		11,067		⁽¹⁾	⁽¹⁾	Common Stock	2,903	$0	0	D

Explanation of Responses:

1. Represents Restricted Stock Units ("RSUs") that are settled in shares of common stock on a one-for-one basis upon vesting. These RSUs were initially reported on Table II and, in accordance with SEC guidance, are now being reported on Table I. This Form 4 updates the filing history of the Reporting Person to include such RSUs on Table I and does not reflect the award of new RSUs.

2. One-third (1/3) of such RSUs vest upon the one-year anniversary of the grant, with the remaining shares vesting in equal quarterly installments over the following two years.

3. Vests in full on August 12, 2025.

4. The shares of common stock were sold by the Reporting Person in order to pay tax obligations in connection with the vesting of RSUs over the course of 2023.

5. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

Remarks:

VP, Principal Accounting Officer and Interim Principal Financial Officer

	/s/ Martin Wilson, as attorney-in-fact for John Militello	03/25/2024
	** 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).
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