0000950142-21-001140.txt : 20210331
0000950142-21-001140.hdr.sgml : 20210331
20210331184244
ACCESSION NUMBER: 0000950142-21-001140
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210329
FILED AS OF DATE: 20210331
DATE AS OF CHANGE: 20210331
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Rock Holdings Inc.
CENTRAL INDEX KEY: 0001733664
STATE OF INCORPORATION: MI
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39432
FILM NUMBER: 21795240
BUSINESS ADDRESS:
STREET 1: 1090 WOODWARD AVENUE
CITY: DETROIT
STATE: MI
ZIP: 48226
BUSINESS PHONE: 313-373-7698
MAIL ADDRESS:
STREET 1: 1090 WOODWARD AVENUE
CITY: DETROIT
STATE: MI
ZIP: 48226
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Rocket Companies, Inc.
CENTRAL INDEX KEY: 0001805284
STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162]
IRS NUMBER: 844946470
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1050 WOODWARD AVENUE
CITY: DETROIT
STATE: MI
ZIP: 48226
BUSINESS PHONE: (800) 226-6308
MAIL ADDRESS:
STREET 1: 1050 WOODWARD AVENUE
CITY: DETROIT
STATE: MI
ZIP: 48226
4
1
es210140071_4-rhi.xml
OWNERSHIP DOCUMENT
X0306
4
2021-03-29
0
0001805284
Rocket Companies, Inc.
RKT
0001733664
Rock Holdings Inc.
1090 WOODWARD AVENUE
DETROIT
MI
48226
1
0
1
0
Class D common stock
2021-03-29
4
D
0
20200000
D
1846977661
D
Class A common stock
2021-03-29
4
X
0
20200000
A
20200000
D
Class A common stock
2021-03-29
4
S
0
20200000
24.75
D
0
D
Class D common stock
800000
I
See footnote
Non-voting common interest units of RKT Holdings, LLC
2021-03-29
4
D
0
20200000
D
Class B common stock and Class A common stock
20200000
1846977661
D
Class B common stock
2021-03-29
4
A
0
20200000
A
Class A common stock
20200000
20200000
D
Class B common stock
2021-03-29
4
X
0
20200000
D
Class A common stock
20200000
0
D
Non-voting common interest units of RKT Holdings, LLC
Class B common stock and Class A common stock
800000
800000
I
See footnote
Shares of Class D common stock of the Issuer have 10 votes per share but no economic rights (including rights to dividends and distributions upon liquidation) and are issued in an equal amount to the number of non-voting common interest units of RKT Holdings, LLC ("Holdings Units") held.
Pursuant to the terms of the Exchange Agreement, dated as of August 5, 2020, by and among the Issuer, RKT Holdings, LLC, Rock Holdings Inc. ("RHI"), Daniel Gilbert and the holders of Holding Units and shares of Class C common stock or Class D common stock from time to time party thereto (the "Exchange Agreement"), Holdings Units, together with a corresponding number of shares of Class D common stock or Class C common stock, may be exchanged for, at the option of the Issuer, (i) shares of Class B common stock or Class A common stock of the Issuer, as applicable, on a one-for-one basis, or (ii) cash from a substantially concurrent public offering or private sale (based on the price of the Class A common stock in such public offering or private sale), subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. The exchange rights under the Exchange Agreement do not expire.
Pursuant to the terms of the Issuer's Certificate of Incorporation, each share of the Issuer's Class B common stock will automatically convert into one share of Class A common stock, and each share of the Issuer's Class D common stock will automatically convert into one share of our Class C common stock, (i) at the option of the holder, (ii) immediately prior to any transfer of such share except for certain transfers described in the Issuer's Certificate of Incorporation and (iii) if the reporting person and its permitted transferees own less than 10% of the Issuer's issued and outstanding common stock.
Pursuant to the terms of the Exchange Agreement, the reporting person exchanged 20,200,000 of Holding Units and a corresponding number shares of Class D common stock for the same number of shares of Class B common stock.
Pursuant to the terms of the Issuer's Certificate of Incorporation, each share of Class B common stock was automatically converted into one share of Class A common stock immediately prior to the Reported Sale (as defined below).
These shares were sold in a private transaction (the "Reported Sale"). Rocket Companies' Chairman, Dan Gilbert, the largest investor in RHI, plans to use his portion of the proceeds to help fund his recently announced $500 million commitment to revitalizing Detroit neighborhoods. Following the sale, RHI continues to maintain approximately 93% interest in Rocket Companies.
Pursuant to Instruction 4(c)(iii), this response has been left blank.
Directly owned by a wholly-owned subsidiary of RHI.
/s/ Jeff Morganroth, General Counsel & Secretary of Rock Holdings Inc.
2021-03-31