ROCKET PHARMACEUTICALS, INC. — Director's Dealing 2021

Sep 1, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ROCKET PHARMACEUTICALS, INC. (RCKT)
CIK: 0001281895
Period of Report: 2021-08-27

Reporting Person: WONG RODERICK (Director, 10% Owner)
Reporting Person: RTW INVESTMENTS, LP (Director, 10% Owner)
Reporting Person: Yalamanchi Naveen (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-27	Common Stock	A	812516	$32.48	Acquired	16272635	Indirect

Footnotes

F1: The shares of common stock were purchased from the Issuer in a private placement, which transaction is exempt from Section 16(b) in accordance with Rule 16b-3(d)(1) promulgated under the Securities Exchange Act of 1934, as amended.

F2: 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., RTW Innovation Master Fund, Ltd. and RTW Venture Fund Limited, 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.

F3: Both Dr. Wong and Dr. Yalamanchi have a pecuniary interest in securities held by RTW. Drs. Wong and Yalamanchi disclaim beneficial ownership of the shares of common stock of the Issuer beneficially held by RTW, except to the extent of their pecuniary interest therein. The shares reported above exclude 82,391 shares of common stock indirectly beneficially held by Dr. Yalamanchi through a trust.