SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Shah Gaurav

(Last)

(First)

(Middle)

C/O ROCKET PHARMACEUTICALS, INC.

9 CEDARBROOK DRIVE

(Street)

CRANBURY

08512

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ROCKET PHARMACEUTICALS, INC. [ RCKT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	05/14/2024		M		7,979	A	$0	636,451	D
Common Stock⁽²⁾	05/14/2024		M		9,683	A	$0	646,134	D
Common Stock⁽¹⁾⁽³⁾	02/14/2022		J⁽³⁾		23,940	A	$0	670,074	D
Common Stock⁽²⁾⁽³⁾	02/14/2023		J⁽³⁾		67,785	A	$0	737,859	D
Common Stock	05/16/2024		S⁽⁴⁾		9,790	D	$23.35	728,069	D
Common Stock⁽¹⁾								207,897	I	By Spouse
Common Stock⁽¹⁾								198,341	I	By Gaurav D. Shah Irrevocable Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units⁽¹⁾	⁽⁵⁾	05/14/2024		M			7,979	⁽¹⁾	⁽¹⁾	Common Stock	7,979	$0	23,940	D
Restricted Stock Units⁽²⁾	⁽⁵⁾	05/14/2024		M			9,683	⁽²⁾	⁽²⁾	Common Stock	9,683	$0	67,785	D
Restricted Stock Units⁽¹⁾	⁽⁵⁾	02/14/2022		J⁽³⁾			23,940	⁽¹⁾	⁽¹⁾	Common Stock	28,763	$0	0	D
Restricted Stock Units⁽²⁾	⁽⁵⁾	02/14/2023		J⁽³⁾			67,785	⁽²⁾	⁽²⁾	Common Stock	16,947	$0	0	D

Explanation of Responses:

1. Represents RSUs initially granted on February 14, 2022. One-third (1/3) of such RSUs vest upon the one-year anniversary of the grant, with the remaining shares vesting in equal quarterly installments over the following two years.

2. Represents RSUs initially granted on February 14, 2023. One-third (1/3) of such RSUs vest upon the one-year anniversary of the grant, with the remaining shares vesting in equal quarterly installments over the following two years.

3. Represents Restricted Stock Units ("RSUs") that are settled in shares of common stock on a one-for-one basis upon vesting. These RSUs were initially reported on Table II and, in accordance with SEC guidance, are now being reported on Table I. This Form 4 updates the filing history of the Reporting Person to include such RSUs on Table I and does not reflect the award of new RSUs.

4. The shares of common stock were sold by the Reporting Person in order to pay tax withholding obligations in connection with the vesting of RSUs.

5. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

	/s/ Martin Wilson, as attorney-in-fact for Gaurav Shah	05/20/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.