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: RHO VENTURES IV QP LP (10% Owner)
Reporting Person: RHO VENTURES IV GMBH & CO BETEILIGUNGS KG (10% Owner)
Reporting Person: Rho Ventures IV Holdings LLC (10% Owner)
Reporting Person: RHO VENTURES IV LP (10% Owner)
Reporting Person: Rho Ventures IV-A, L.P. (10% Owner)
Reporting Person: RHO MANAGEMENT VENTURES IV LLC (10% Owner)
Reporting Person: RHO CAPITAL PARTNERS VERWALTUNGS GMBH (10% Owner)
Reporting Person: KAIROUZ HABIB (10% Owner)
Reporting Person: RUCH JOSHUA (10% Owner)
Reporting Person: LESCHLY MARK (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-23	Common Stock	C	1606230	—	Acquired	1839266	Indirect
2015-02-23	Common Stock	C	73092	—	Acquired	1912358	Indirect
2015-02-23	Common Stock	P	958226	$6.00	Acquired	2870584	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-23	Series AA Convertible Preferred Stock	$	C	5128577	Disposed		Common Stock (1606230)	Indirect
2015-02-23	Convertible Promissory Notes	$	C	432590.62	Disposed		Common Stock (73092)	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) 473,479 shares held directly by Rho Ventures IV (QP), L.P. ("RV QP"), (ii) 493,435 shares held directly by Rho Ventures IV GmbH & Co. BETEILIGUNGS KG ("RV KG"), (iii) 438,202 shares held directly by Rho Ventures IV Holdings, LLC ("RV Holdings"), (iv) 89,584 shares held directly by Rho Ventures IV, L.P. ("RV IV") and (v) 111,530 shares held directly by Rho Ventures IV-A, L.P. ("RV IV-A"). The shares of Series AA had no expiration date.

F2: Rho Management Ventures IV, L.L.C. ("RMV") is the general partner of RV IV, RV QP, RV Holdings, RV IV-A. Rho Capital Partners Verwaltungs GmbH ("RCP GmbH") is the general partner of RV KG. Each of RMV and RCP GmbH disclaims beneficial ownership of the reportable securities and this report shall not be deemed an admission that such filer is the beneficial owner of such securities, except to the extent of its pecuniary interest therein. Habib Kairouz, Joshua Ruch and Mark Leschly are managing members of RMV and managing directors of RCP GmbH. Each of Habib Kairouz, Joshua Ruch and Mark Leschly disclaims beneficial ownership of the reportable securities and this report shall not be deemed an admission that any of them is the beneficial owner of such securities, except to the extent of his pecuniary interest therein.

F3: 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) 24,823 shares held directly by RV QP, (ii) 25,869 shares held directly by RV KG, (iii) 17,704 shares held directly by RV Holdings and (iv) 4,696 shares held directly by RV IV.

F4: Consists of the following shares purchased at the Issuer's initial public offering: (i) 325,420 shares held directly by RV QP, (ii) 339,135 shares held directly by RV KG, (iii) 232,098 shares held directly by RV Holdings and (iv) 61,573 shares held directly by RV IV.