ROCKET PHARMACEUTICALS, INC. — Director's Dealing 2024

Dec 17, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ROCKET PHARMACEUTICALS, INC. (RCKT)
CIK: 0001281895
Period of Report: 2024-12-12

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-12-12	Pre-funded Warrant (right to buy)	$0.01	A	400000	Acquired		Common Stock (400000)	Indirect

Footnotes

F1: The Pre-Funded Warrant was 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: 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 December 12, 2024, exercise the Pre-Funded Warrant until exercised in full. The Pre-Funded Warrant reported herein contains an exercise limitation prohibiting the holder from exercising the Pre-Funded Warrant 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 Warrant beneficially owned by the Reporting Persons is not presently exercisable.

F3: 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.