SEC FORM 3

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^*

Emerson William C.

(Last)

(First)

(Middle)

C/O ROCKET COMPANIES, INC.

1050 WOODWARD AVENUE

(Street)

DETROIT

48226

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/09/2023

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	10% Owner
	Officer (give title below)	Other (specify below)

5. 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 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 A common stock	20,833	D

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Restricted Stock Unit (RSU)	⁽¹⁾	08/05/2023	Class A common stock	10,417	$0	D
Employee Stock Options (right to buy)	⁽²⁾	08/05/2023	Class A common stock	38,501	$18	D
Restricted Stock Unit (RSU)	⁽³⁾	03/07/2025	Class A common stock	18,293	$0	D

Explanation of Responses:

1. Represents restricted stock units ("RSUs") granted under the Rocket Companies, Inc. 2020 Omnibus Incentive Plan (the "Plan") in a transaction exempt under Rule 16b-3. Each RSU represents the contingent right to receive one share of Class A common stock of the Issuer for each vested RSU. The RSUs vest in three equal installments of 33.33% on each of August 5, 2021, August 5, 2022 and August 5, 2023, subject to the reporting person's continued employment on the applicable vesting date.

2. Represents employee stock options (right to buy) granted under the Plan in a transaction exempt under Rule 16b-3. Each employee stock option represents the right to buy one share of Class A common stock of the Issuer for each vested employee stock option. The employee stock options vest as to 33.33% on August 5, 2021 and monthly thereafter over the next 24 months, subject to the reporting person's continued employment on the applicable vesting date.

3. Represents RSUs granted under the Plan in a transaction exempt under Rule 16b-3. Each RSU represents the contingent right to receive one share of Class A common stock of the Issuer for each vested RSU. The RSUs vest in three equal installments of 33.33% on each of March 7, 2023, March 7, 2024 and March 7, 2025, subject to the reporting person's continued employment on the applicable vesting date.

Remarks:

Exhibit 24.1: Power of Attorney

	/s/ Tina V. John, attorney in fact	02/21/2023
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.