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