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: KARABELAS ARGERIS N (Director, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	215102	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Options (right to buy)	$4.342	2024-08-28	Common Stock (9857)		Direct
Series AA Convertible Preferred Stock	$		Common Stock (1394645)		Indirect
Convertible Promissory Notes	$		Common Stock (63560)		Indirect

Footnotes

F1: Consists of the following shares of Common Stock: (i) 201,296 shares held directly by Care Capital Investments II, LP ("Care Investments II") and (ii) 13,806 shares held directly by Care Capital Offshore Investments II, LP ("Offshore II").

F2: Care Capital II, LLC is the general partner of Care Investments II and Offshore II. 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: These options are fully vested.

F4: The reporting person is a member of Care Capital II, LLC and Care Capital III, LLC (the "General Partners"). Under the partnership agreements for each of General Partners, the reporting person is deemed to hold the reported option for the benefit of the General Partners, and must exercise the option solely upon the direction of the General Partners, which are entitled to the shares issued upon exercise. The General Partners may be deemed the indirect beneficial owner of the option, and the reporting person may be deemed the indirect beneficial owner of the option through his indirect interest in the General Partners. The reporting person disclaims beneficial ownership of the option except to the extent of his pecuniary interest therein.

F5: 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 the following shares of Series AA Preferred: (i) 1,460,829 shares held directly by Care Investments II, (ii) 100,281 shares held directly by Offshore II, (iii) 2,850,936 shares held directly by Care Capital Investments III, LP ("Care Investments III") and (iv) 47,612 shares held directly by Care Capital Offshore Investments III, LP ("Offshore III"), plus accrued and unpaid dividends on each share of Series AA Preferred through the assumed closing date of February 23, 2015.

F6: Care Capital III, LLC is the general partner of Care Investments III and Offshore III. 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.

F7: 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 the following principal amounts of Convertible Promissory Notes: (i) $369,989.00 held directly by Care Investments III and (ii) $6,178.93 held directly by Offshore III, plus accrued and unpaid interest through the assumed closing date of February 23, 2015.