ROCKET PHARMACEUTICALS, INC. — Director's Dealing 2023

Sep 19, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ROCKET PHARMACEUTICALS, INC. (RCKT)
CIK: 0001281895
Period of Report: 2023-09-15

Reporting Person: RTW INVESTMENTS, LP (Director, 10% Owner, See Remarks)
Reporting Person: WONG RODERICK (Director, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-09-15	Pre-funded Warrant (right to buy)	$0.01	P	3126955	Acquired		Common Stock (3126955)	Indirect

Footnotes

F1: Subject to the terms and conditions set forth in the Pre-funded Warrant, the holder thereof may, at any time and from time to time on or after September 15, 2023, exercise the Pre-funded Warrant until it has been exercised in full. The Pre-funded Warrants reported herein contain an exercise limitation prohibiting the holder from exercising the Pre-Funded Warrants until such time as the holder, together with the Reporting Persons and certain other related parties, would not beneficially own after any such exercise more than 9.99% of the then issued and outstanding Common Stock (the "Blocker"). Due to the Blocker, the Pre-funded Warrants beneficially owned by the Reporting Persons are not presently exercisable.

F2: This Form 4 is being filed by each of (i) RTW Investments, LP (the "Adviser") with respect to the securities held by certain investment funds managed by the Adviser (the "RTW Funds") and (ii) Roderick Wong, M.D. ("Dr. Wong"), who serves as the Managing Partner and Chief Investment Officer of the Adviser and who is a director of the Issuer and Chairman of the Issuer's Board of Directors.