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: DEVON PARK BIOVENTURES LP (10% Owner)
Reporting Person: Devon Park Associates, L.P. (10% Owner)
Reporting Person: Devon Park Associates, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-23	Common Stock	C	2323610	—	Acquired	2323610	Indirect
2015-02-23	Common Stock	C	105933	—	Acquired	2429543	Indirect
2015-02-23	Common Stock	P	814166	$6.00	Acquired	3243709	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-23	Series AA Convertible Preferred Stock	$	C	7432720	Disposed		Common Stock (2323610)	Indirect
2015-02-23	Convertible Promissory Notes	$	C	626942.9	Disposed		Common Stock (105933)	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: 2,323,610 shares held directly by Devon Park Bioventures LP. The shares of Series AA had no expiration date.

F2: Securities are held directly by Devon Park Bioventures, LP. Devon Park Associates, LLC is the general partner of Devon Park Associates, L.P., which is the general partner of Devon Park Bioventures, LP. Messrs. Marc Ostro, Christopher Moller and Devang Kantesaria, a member of the Issuer's board of directors, are the founding members and managing members of Devon Park Associates, LLC. Each such managing member (the "Founding Member") may be deemed to have shared voting and investment power over the shares beneficially owned by Devon Park Bioventures, LP. Each Founding Member disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Founding Members are the beneficial owners of such securities for Section 16 or any other purpose.

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 105,933 shares held directly by Devon Park Bioventures LP.

F4: Consists of the following shares purchased at the Issuer's initial public offering: 814,166 shares held directly by Devon Park Bioventures LP.