0000950142-20-001990.txt : 20200811 0000950142-20-001990.hdr.sgml : 20200811 20200811195812 ACCESSION NUMBER: 0000950142-20-001990 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200810 FILED AS OF DATE: 20200811 DATE AS OF CHANGE: 20200811 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gilbert Jennifer L. CENTRAL INDEX KEY: 0001817411 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39432 FILM NUMBER: 201093843 MAIL ADDRESS: STREET 1: 1050 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 es2001044_4-gilbertj.xml OWNERSHIP DOCUMENT X0306 4 2020-08-10 0 0001805284 Rocket Companies, Inc. RKT 0001817411 Gilbert Jennifer L. C/O ROCKET COMPANIES, INC. 1050 WOODWARD AVENUE DETROIT MI 48226 1 0 0 0 Class D common stock 2020-08-10 4 D 0 100000000 D 1882177661 I By spouse, see footnote Class A common stock 28334 I By spouse, see footnote Class A common stock 344231 I By spouse, see footnote Class D common stock 1101815 I By spouse, see footnote Non-voting common interest units of RKT Holdings, LLC 2020-08-10 4 D 0 100000000 D Class B common stock and Class A common stock 1882177661 1882177661 I By spouse, see footnote Non-voting common interest units of RKT Holdings, LLC Class B common stock and Class A common stock 1101815 1101815 I By spouse, 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. Directly owned by Daniel Gilbert, the spouse of the reporting person. Daniel Gilbert 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. Directly owned by entities affiliates with Daniel Gilbert. The Issuer sold 100,000,000 shares of Class A common stock of the Issuer in the Issuer's initial public offering and used the net proceeds from the offering to purchase an equal number of Holdings Units and corresponding shares of Class D Common Stock from RHI. The purchase price per Holdings Unit and share of Class D Common Stock was $18.00, the same price per share received by the Issuer from the underwriters in the initial public offering. /s/ Jeffrey B. Morganroth, attorney in fact 2020-08-11