ROCKET PHARMACEUTICALS, INC. — Director's Dealing 2015

Feb 18, 2015

SEC Form 3 — Initial Statement of Beneficial Ownership

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

Reporting Person: CARE CAPITAL II LLC (10% Owner)
Reporting Person: CARE CAPITAL INVESTMENTS II LP (10% Owner)
Reporting Person: Care Capital Offshore Investments II LP (10% Owner)
Reporting Person: Care Capital III LLC (10% Owner)
Reporting Person: Care Capital Investments III L.P. (10% Owner)
Reporting Person: Care Capital Offshore Investments III LP (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	2024-02-28	Common Stock (9857)		Indirect
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 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. 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.

F3: These options are fully vested.

F4: This option was granted to Dr. Argeris Karabelas, a member of Care Capital II, LLC and Care Capital III, LLC (together, the "General Partners"). Under the partnership agreements for each of General Partners, Dr. Karabelas is deemed to hold the option for the benefit of the General Partners and may exercise the option solely upon the direction of the General Partners, which are entitled to the shares issued upon exercise. The General Partners, Care Investments II, Offshore II, Care Investments III (defined below) and Offshore III (defined below) may be deemed indirect beneficial owners of the option. The reporting persons disclaim beneficial ownership of the option except to the extent of their 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 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. 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.

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.