RTW Investments Form 4 ROCKET PHARMACEUTICALS / RODERICK WONG ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

RTW INVESTMENTS, LP

(Last)

(First)

(Middle)

40 10TH AVENUE

7TH FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ROCKET PHARMACEUTICALS, INC. [ RCKT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock, $0.01 par value ("Common Stock")	12/01/2022		J		529,038	A	⁽¹⁾	18,157,605	I	See footnote⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Equity Swap (obligation to buy)⁽²⁾	$40.0324	05/19/2022		J/K⁽²⁾		1⁽²⁾		⁽²⁾	⁽²⁾	Common Stock	1,000,000	⁽²⁾	1,000,000	I	See footnote⁽⁴⁾
Warrants	$65.23	12/01/2022		J		61,705		⁽³⁾	09/02/2026	Common Stock	30,852	⁽³⁾	61,705	I	See footnote⁽⁴⁾

1. Name and Address of Reporting Person^*

RTW INVESTMENTS, LP

(Last)

(First)

(Middle)

40 10TH AVENUE

7TH FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

WONG RODERICK

(Last)

(First)

(Middle)

C/O RTW INVESTMENTS, LP

40 10TH AVENUE, 7TH FLOOR

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

Explanation of Responses:

1. Acquired pursuant to the Agreement and Plan of Merger, dated as of September 19, 2022 (the "Merger Agreement"), by and among, Rocket Pharmaceuticals, Inc., a Delaware corporation (the "Issuer"), Renovacor, Inc., a Delaware corporation ( "Renovacor"), and the other parties thereto, in exchange for 3,000,803 shares of Renovacor common stock on the effective date of the merger contemplated by the Merger Agreement (the "Merger").

2. On May 19, 2022, the expiration date of the equity swaps previously reported on the Form 4 filed by the Reporting Persons on May 13, 2021, was extended from September 16, 2024 to September 16, 2025.

3. Acquired pursuant to the Merger Agreement in exchange for warrants to purchase 350,000 shares of Renovacor common stock on the effective date of the Merger.

4. This Form 4 is being filed by each of (i) RTW Investments, LP (the "Adviser") with respect to the securities held by certain investment funds managed by the Adviser (the "RTW Funds") and (ii) Roderick Wong, M.D. ("Dr. Wong"), who serves as the Managing Partner and Chief Investment Officer of the Adviser and who is a director of the Issuer and Chairman of the Issuer's Board of Directors.

Remarks:

The Adviser may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934 by virtue of the fact that each of Dr. Wong and Naveen Yalamanchi, M.D., who serves as a Partner and Portfolio Manager of the Adviser, currently serve on the board of directors of the Issuer. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

	RTW Investments, LP, By: /s/ Roderick Wong, Managing Partner	04/05/2023
	Roderick Wong, M.D., By: /s/ Roderick Wong	04/05/2023
	** Signature of Reporting Person	Date
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RTW Investments Form 4ROCKET PHARMACEUTICALS / RODERICK WONG ownership change