Rocket Companies, Inc. — Director's Dealing 2021

Apr 1, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Rocket Companies, Inc. (RKT)
CIK: 0001805284
Period of Report: 2021-03-29

Reporting Person: Gilbert Daniel B (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-29	Class D common stock	D	20200000	—	Disposed	1846977661	Indirect
2021-03-29	Class A common stock	X	20200000	—	Acquired	20200000	Indirect
2021-03-29	Class A common stock	S	20200000	$24.75	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-29	Non-voting common interest units of RKT Holdings, LLC	$	D	20200000	Disposed		Class B common stock and Class A common stock (20200000)	Indirect
2021-03-29	Class B common stock	$	A	20200000	Acquired		Class A common stock (20200000)	Indirect
2021-03-29	Class B common stock	$	X	20200000	Disposed		Class A common stock (20200000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class D common stock	1101822	Direct
Class D common stock	800000	Indirect
Class A common stock	28334	Direct
Class A common stock	344231	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-voting common interest units of RKT Holdings, LLC	$		Class B common stock and Class A common stock (1101822)	1101822	Direct
Non-voting common interest units of RKT Holdings, LLC	$		Class B common stock and Class A common stock (800000)	800000	Indirect

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: Pursuant to the terms of the Exchange Agreement, RHI 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.

F5: 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).

F6: 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.

F7: Pursuant to Instruction 4(c)(iii), this response has been left blank.

F8: Directly owned by RHI. 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.

F9: Directly owned by a wholly-owned subsidiary of RHI. The reporting person is the majority shareholder of RHI and has voting and dispositive control and beneficial ownership with respect to these shares.