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: 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)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	233036	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series AA Convertible Preferred Stock	$		Common Stock (1606230)		Indirect
Convertible Promissory Notes	$		Common Stock (73092)		Indirect

Footnotes

F1: Consists of the following shares of Common Stock: (i) 68,693 held directly by Rho Ventures IV (QP), L.P. ("RV QP"), (ii) 71,590 shares held directly by Rho Ventures IV GmbH & Co. BETEILIGUNGS KG ("RV KG"), (iii) 63,575 shares held directly by Rho Ventures IV Holdings, LLC ("RV Holdings"), (iv) 12,997 shares held directly by Rho Ventures IV, L.P. ("RV IV") and (v) 16,181 shares held directly by Rho Ventures IV-A, L.P. ("RV IV-A").

F2: 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) 1,511,781 shares held directly by RV QP, (ii) 1,575,502 shares held directly by RV KG, (iii) 1,399,143 shares held directly by RV Holdings, (iv) 286,046 shares held directly by RV IV and (v) 356,105 shares held directly by RV IV-A, plus accrued and unpaid dividends on each share of Series AA Preferred through the assumed closing date of February 23, 2015.

F3: 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.

F4: 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) $146,910.56 held directly by RV QP, (ii) $153,102.29 held directly by RV KG, (iii) $104,780.66 held directly by RV Holdings and (iv) $27,797.11 held directly by RV IV, plus accrued and unpaid interest through the assumed closing date of February 23, 2015.