ROCKET PHARMACEUTICALS, INC. — Director's Dealing 2018

Aug 30, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ROCKET PHARMACEUTICALS, INC. (RCKT)
CIK: 0001281895
Period of Report: 2018-08-27

Reporting Person: RTW INVESTMENTS, LP (N/A)
Reporting Person: WONG RODERICK (N/A)
Reporting Person: Yalamanchi Naveen (N/A)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-08-27	Equity Swap (Obligation to Sell)	$22.05	J	1	Acquired		Common Stock (500000)	Indirect
2018-08-27	Equity Swap (Obligation to Buy)	$22.05	J	1	Acquired		Common Stock (500000)	Indirect

Footnotes

F1: This Form 4 is being filed in connection with the equity swap transactions described below, which represent ordinary course rebalancing transactions in which the Funds (as defined below) entered into equity swap agreements to rebalance holdings between the Funds. After the transactions reported herein, the amount of Common Stock of the Issuer beneficially owned in the aggregate by the Reporting Persons did not change.

F2: On August 27, 2018, RTW Innovation Master Fund, Ltd. entered into an equity swap agreement with a third party. The reported equity swap was on 500,000 shares of Common Stock of the Issuer. Under the equity swap, RTW Innovation Master Fund, Ltd. will be obligated to pay to the third party any depreciation of the reference shares between the trade date and maturity, plus an accruing funding charge, and the third party will be obligated to pay to RTW Innovation Master Fund, Ltd. any appreciation of the reference shares between the trade date and maturity, minus an accruing funding charge. The equity swap expires on August 27, 2023, subject to extension.

F3: On August 27, 2018, RTW Master Fund, Ltd. entered into an equity swap agreement with the same a third party. The reported equity swap was on a basket of securities, which included 500,000 shares of Common Stock of the Issuer. Under the equity swap, RTW Master Fund, Ltd. will be obligated to pay to the third party any appreciation of the basket of reference shares between the trade date and maturity, plus an accruing funding charge, and the third party will be obligated to pay to RTW Master Fund, Ltd. any depreciation of the basket of reference shares between the trade date and maturity, minus an accruing funding charge. The equity swap expires on August 27, 2023, subject to extension.

F4: The securities reported herein may be deemed beneficially owned by each of: (i) RTW Investments, LP ("RTW"), which is deemed the beneficial owner of shares held by RTW Master Fund, Ltd. and RTW Innovation Master Fund, Ltd. (collectively, the "Funds"), which are investment funds managed by RTW, (ii) Roderick Wong, M.D., who serves as the Managing Partner and Chief Investment Officer of RTW and who is a director of the Issuer and Chairman of the Issuer's Board of Directors, and (iii) Naveen Yalamanchi, M.D., who serves as a Partner and Portfolio Manager of RTW and who is a director of the Issuer. Dr. Wong exercises voting and dispositive control over the securities held by RTW and is therefore deemed be the beneficial owner of securities owned or controlled by RTW.

F5: (continued from Footnote 4) Both Dr. Wong and Dr. Yalamanchi have a pecuniary interest in securities held by RTW. Dr. Yalamanchi disclaims beneficial ownership of the shares of common stock of the Issuer beneficially held by RTW, except to the extent of his pecuniary interest therein.