ROCKET PHARMACEUTICALS, INC. — Director's Dealing 2021

Apr 2, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ROCKET PHARMACEUTICALS, INC. (RCKT)
CIK: 0001281895
Period of Report: 2021-03-30

Reporting Person: Shah Gaurav (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-30	Common Stock	F	19984	$41.7999	Disposed	614092	Direct
2021-03-30	Common Stock	F	8667	$42.7952	Disposed	594108	Direct
2021-03-30	Common Stock	F	48732	$43.8552	Disposed	545376	Direct
2021-03-30	Common Stock	F	8505	$44.3392	Disposed	536871	Direct
2021-03-31	Common Stock	M	75880	$1.69	Acquired	612751	Direct
2021-03-31	Common Stock	F	3000	$45.59	Disposed	609751	Direct
2021-03-31	Common Stock	F	61350	$44.2432	Disposed	548401	Direct
2021-03-31	Common Stock	F	23003	$45.0618	Disposed	525398	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-31	Stock Option (Right to Buy)	$1.69	M	75880	Disposed	2027-04-12	Common Stock (75880)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	207897	Indirect
Common Stock	198341	Indirect

Footnotes

F1: The sales reported on this Form 4 represent shares required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of Restricted Stock Units (RSUs) received by the Reporting Person. These sales are made pursuant to an existing 10b5-1 plan entered into in April 2020 under which the Reporting Person has irrevocably elected to satisfy the tax obligations through this sale and do not represent discretionary trades by the Reporting Person. The shares reported herein represent less than 10% of the Reporting Person's holdings

F2: This transaction was executed pursuant to a Rule 10b5-1 trading plan in multiple trades at prices ranging from $41.165 to $42.15. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.

F3: This transaction was executed pursuant to a Rule 10b5-1 trading plan in multiple trades at prices ranging from $42.245 to $43.23. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.

F4: This transaction was executed pursuant to a Rule 10b5-1 trading plan in multiple trades at prices ranging from $43.24 to $44.23. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.

F5: This transaction was executed pursuant to a Rule 10b5-1 trading plan in multiple trades at prices ranging from $44.24 to $44.56. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.

F6: Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price and the tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. These shares were relinquished by the Reporting Person and cancelled by the Issuer to cover the exercise price of the options and the tax liability

F7: This transaction was executed pursuant to a Rule 10b5-1 trading plan in multiple trades at prices ranging from $43.67 to $44.66. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.

F8: This transaction was executed pursuant to a Rule 10b5-1 trading plan in multiple trades at prices ranging from $44.67 to $45.66. The price reported above reflects the weighted average sales price. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.

F9: This option is fully vested and exercisable.