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*
Gilbert Daniel B

(Last) (First) (Middle)
C/O ROCKET COMPANIES, INC.
1050 WOODWARD AVENUE

(Street)
DETROIT MI 48226

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
08/05/2020
3. Issuer Name and Ticker or Trading Symbol
Rocket Companies, Inc. [ RKT ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
08/05/2020
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)
Class D common stock(1)(2)(3) 1,101,822 D
Class D common stock(1)(2)(3)(4) 1,982,177,661 I See footnote(4)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-voting common interest units of RKT Holdings, LLC(1)(2)(3) (1)(2)(3) (1)(2)(3) Class B common stock and Class A common stock 1,101,822 (1)(2)(3) D
Non-voting common interest units of RKT Holdings, LLC(1)(2)(3)(4) (1)(2)(3) (1)(2)(3) Class B common stock and Class A common stock 1,982,177,661 (1)(2)(3) I See footnote(4)
Explanation of Responses:
1. 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.
2. Pursuant to the terms of the Exchange Agreement, that shall be effective as of August 5, 2020, by and among the Issuer, RKT Holdings, LLC, Rock Holdings Inc. ("RHI"), the reporting person 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.
3. 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.
4. The reporting person is the majority shareholder of RHI and has voting and dispositive control, and beneficial ownership, with respect to the shares of the Issuer's common stock held of record by RHI.
Remarks:
This amendment is being filed to correct the reported share numbers.
/s/ Jeffrey B. Morganroth, attorney in fact 08/07/2020
** 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).
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