ROCKET PHARMACEUTICALS, INC. — Director's Dealing 2015

Feb 26, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INOTEK PHARMACEUTICALS CORP (ITEK)
CIK: 0001281895
Period of Report: 2015-02-23

Reporting Person: KARABELAS ARGERIS N (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-23	Common Stock	C	1394645	—	Acquired	1609747	Indirect
2015-02-23	Common Stock	C	63560	—	Acquired	1673307	Indirect
2015-02-23	Common Stock	P	603832	$6.00	Acquired	2277139	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-23	Series AA Convertible Preferred Stock	$	C	4459658	Disposed		Common Stock (1394645)	Indirect
2015-02-23	Convertible Promissory Notes	$	C		Disposed		Common Stock (63560)	Indirect

Footnotes

F1: Consists of the following shares of Common Stock issued upon conversion of shares of Series AA Convertible Preferred Stock ("Series AA") and accrued and unpaid dividends thereon, on a 4.05783-for-1 basis, upon the closing of the Issuer's initial public offering: (i) 511,781 shares held directly by Care Capital Investments II, LP ("Care Investments II"), (ii) 35,132 shares held directly by Care Capital Offshore Investments II, LP ("Offshore II"), (iii) 833,811 shares held directly by Care Capital Investments III, LP ("Care Investments III"), and (iv) 13,921 shares held directly by Care Capital Offshore Investments III, LP ("Offshore III"). The shares of Series AA had no expiration date.

F2: Care Capital II, LLC is the general partner of Care Investments II and Offshore II and as a result, Care Capital II, LLC has the ultimate power to vote or direct the vote and to dispose or direct the disposition of such shares. Argeris Karabelas, a member of the Issuer's board of directors, is a managing member of Care Capital II, LLC. Care Capital II, LLC is managed by three or more members and accordingly none of the managing members is deemed to have voting or dispositive control over the securities. Dr. Karabelas disclaims beneficial ownership of all such shares held by the foregoing funds, except to the extent of his proportionate pecuniary interest therein.

F3: Care Capital III, LLC is the general partner of Care Investments III and Offshore III and as a result, Care Capital III, LLC has the ultimate power to vote or direct the vote and to dispose or direct the disposition of such shares. Argeris Karabelas, a member of the Issuer's board of directors, is a managing member of Care Capital III, LLC. Care Capital III, LLC is managed by three or more members and accordingly none of the managing members is deemed to have voting or dispositive control over the securities. Dr. Karabelas disclaims beneficial ownership of all such shares held by the foregoing funds, except to the extent of his proportionate pecuniary interest therein.

F4: The outstanding principal amount and all accrued and unpaid interest under the Convertible Promissory Notes were automatically converted upon the closing of the Issuer's initial public offering into shares of Common Stock at the initial public offering price of $6.00 per share. The Convertible Promissory Notes had no expiration date. The number of shares of Common Stock as shown in column 4 of Table I consists of the following: (i) 62,516 shares held directly by Care Investments III, and (ii) 1,044 shares held directly by Offshore III.

F5: Consists of the following shares purchased at the Issuer's initial public offering: (i) 593,913 shares held directly by Care Investments III, and (ii) 9,919 shares held directly by Offshore III.