0000950142-20-002210.txt : 20200911 0000950142-20-002210.hdr.sgml : 20200911 20200911180323 ACCESSION NUMBER: 0000950142-20-002210 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200909 FILED AS OF DATE: 20200911 DATE AS OF CHANGE: 20200911 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rock Holdings Inc. CENTRAL INDEX KEY: 0001733664 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39432 FILM NUMBER: 201171890 BUSINESS ADDRESS: STREET 1: 1090 WOODWARD AVENUE CITY: DETROIT STATE: MI ZIP: 48226 BUSINESS PHONE: 313-373-7698 MAIL ADDRESS: STREET 1: 1090 WOODWARD AVENUE CITY: DETROIT STATE: MI ZIP: 48226 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Rocket Companies, Inc. CENTRAL INDEX KEY: 0001805284 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] IRS NUMBER: 844946470 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1050 WOODWARD AVENUE CITY: DETROIT STATE: MI ZIP: 48226 BUSINESS PHONE: (800) 226-6308 MAIL ADDRESS: STREET 1: 1050 WOODWARD AVENUE CITY: DETROIT STATE: MI ZIP: 48226 4 1 es2001156_4-rhi.xml OWNERSHIP DOCUMENT X0306 4 2020-09-09 0 0001805284 Rocket Companies, Inc. RKT 0001733664 Rock Holdings Inc. C/O ROCKET COMPANIES, INC. 1050 WOODWARD AVENUE DETROIT MI 48226 1 0 1 0 Class D common stock 2020-09-09 4 D 0 15000000 D 1867177661 D Class D common stock 800000 I See footnote Non-voting common interest units of RKT Holdings, LLC 2020-09-09 4 D 0 15000000 D Class B common stock and Class A common stock 15000000 1867177661 D Non-voting common interest units of RKT Holdings, LLC Class B common stock and Class A common stock 800000 800000 I See footnote Shares of Class D common stock of the Issuer have 10 votes per share but no economic rights (including rights to dividends and distributions upon liquidation) and are issued in an equal amount to the number of non-voting common interest units of RKT Holdings, LLC ("Holdings Units") held. Pursuant to the terms of the Exchange Agreement, dated as of August 5, 2020, by and among the Issuer, RKT Holdings, LLC, Rock Holdings Inc. ("RHI"), Daniel Gilbert and the holders of Holding Units and shares of Class C common stock or Class D common stock from time to time party thereto (the "Exchange Agreement"), Holdings Units, together with a corresponding number of shares of Class D common stock or Class C common stock, may be exchanged for, at the option of the Issuer, (i) shares of Class B common stock or Class A common stock of the Issuer, as applicable, on a one-for-one basis, or (ii) cash from a substantially concurrent public offering or private sale (based on the price of the Class A common stock in such public offering or private sale), subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. The exchange rights under the Exchange Agreement do not expire. Pursuant to the terms of the Issuer's Certificate of Incorporation, each share of the Issuer's Class B common stock will automatically convert into one share of Class A common stock, and each share of the Issuer's Class D common stock will automatically convert into one share of our Class C common stock, (i) at the option of the holder, (ii) immediately prior to any transfer of such share except for certain transfers described in the Issuer's Certificate of Incorporation and (iii) if the reporting person and its permitted transferees own less than 10% of the Issuer's issued and outstanding common stock. The Issuer sold an additional 15,000,000 shares of Class A common stock of the Issuer, pursuant to the underwriters' exercise in full of the over-allotment option the Issuer granted to the underwriters in connection with its recently closed initial public offering of 100,000,000 shares of Class A common stock. The Issuer used the net proceeds from the offering of the additional 15,000,000 shares of Class A common stock to purchase an equal number of Holdings Units and corresponding shares of Class D common stock from RHI in a transaction exempt under Rule 16b-3. The purchase price per Holdings Unit and share of Class D common stock was $17.59 (the offering price per share to the public of $18.00 per share minus the underwriting discount and commissions). Directly owned by a wholly-owned subsidiary of RHI. /s/ Angelo Vitale, attorney in fact 2020-09-11