ROCKET PHARMACEUTICALS, INC. — Director's Dealing 2015

Feb 19, 2015

SEC Form 3/A — Form 3/A

Issuer: INOTEK PHARMACEUTICALS CORP (ITEK)
CIK: 0001281895
Period of Report: 2015-02-17

Reporting Person: Kantesaria Devang (Director, 10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series AA Convertible Preferred Stock	$		Common Stock (2323610)		Indirect
Convertible Promissory Notes	$		Common Stock (105933)		Indirect
Stock Options (right to buy)	$4.342	2024-08-28	Common Stock (9857)		Direct

Footnotes

F1: The Series AA Convertible Preferred Stock ("Series AA Preferred") is convertible at any time at the holder's election and has no expiration date. All shares of Series AA Preferred, including all accrued and unpaid dividends thereon, will be automatically converted on a 4.05783-for-1 basis into shares of Common Stock upon the closing of the Issuer's initial public offering. The number of shares of Common Stock as shown in column 3 is based on a conversion of 7,432,720 shares of Series AA Preferred plus accured and unpaid dividends on each share of Series AA Preferred through the assumed closing date of February 23, 2015.

F2: Securities are held directly by Devon Park Bioventures, L.P. Devon Park Associates, LLC is the general partner of Devon Park Associates, L.P., which is the general partner of Devon Park Bioventures, L.P. 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, L.P. 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 will be 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 have no expiration date. The number of shares of Common Stock as shown in column 3 is based on a conversion of $626,942.90 of principal amount of Convertible Promissory Notes, plus accrued and unpaid interest through the assumed closing date of February 23, 2015.

F4: These options are fully vested. Mr. Kantesaria is contractually obligated to assign the value of the option to Devon Park Associates, L.P.