Yalamanchi Naveen Form 4 ROCKET PHARMACEUTICALS / RODERICK WONG ownership change

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

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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^*

WONG RODERICK

(Last) (First) (Middle)

412 W 15TH STREET, FLOOR 9

(Street)

NEW YORK NY 10011

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

3. Date of Earliest Transaction (Month/Day/Year)
11/27/2018

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

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

	Form filed by One Reporting Person
X	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/27/2018		A		967,742	A	$15.5	16,407,319	I	By RTW(1)(2)(3)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

WONG RODERICK

(Last) (First) (Middle)

412 W 15TH STREET, FLOOR 9

(Street)

NEW YORK NY 10011

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

RTW INVESTMENTS, LP

(Last) (First) (Middle)

412 W 15TH STREET, FLOOR 9

(Street)

NEW YORK NY 10011

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Yalamanchi Naveen

(Last) (First) (Middle)

C/O RTW INVESTMENTS, LP

412 W 15TH STREET, FLOOR 9

(Street)

NEW YORK NY 10011

(City) (State) (Zip)

Explanation of Responses:

1. The shares of common stock were 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.

2. The securities reported herein may be deemed beneficially owned by each of: (i) RTW Investments, LP ("RTW"), which is deemed the beneficial owner of shares held by RTW Master Fund, Ltd., RTW Innovation Master Fund, Ltd. and RTW Special Purpose Fund I, LLC (collectively, the "Funds"), which are investment funds managed by RTW, (ii) Roderick Wong, M.D., who serves as the Managing Partner and Chief Investment Officer of RTW and who is a director of the Issuer and Chairman of the Issuer's Board of Directors, and (iii) Naveen Yalamanchi, M.D., who serves as a Partner and Portfolio Manager of RTW and who is a director of the Issuer.

3. Dr. Wong exercises voting and dispositive control over the securities held by RTW and is therefore deemed be the beneficial owner of securities owned or controlled by RTW. Both Dr. Wong and Dr. Yalamanchi have a pecuniary interest in securities held by RTW. Dr. Yalamanchi disclaims beneficial ownership of the shares of common stock of the Issuer beneficially held by RTW, except to the extent of his pecuniary interest therein. The shares reported above exclude 113,641 shares of common stock indirectly beneficially held by Dr. Yalamanchi through the Naveen Yalamanchi Revocable Living Trust, February 9, 2016.

Remarks:

Roderick Wong, the Managing Partner and Chief Investment Officer of RTW Investments, LP, is the Chairman of the Issuer's Board of Directors. Additionally, Naveen Yalamanchi, who serves as a Partner and Portfolio Manager of RTW Investments, LP, also serves as a director of the Issuer. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, RTW Investments, LP and its managed investment funds are collectively deemed to be a director by deputization by virtue of the service of Drs. Wong and Yalamanchi on the Issuer's Board of Directors. Consistent with this determination, the Issuer's Board of Directors has acknowledged that RTW Investments, LP and its managed investment funds are collectively deemed to be a director by deputization.

	/s/ Alice Lee, attorney-in-fact for Roderick Wong	11/29/2018
	RTW Investments, LP; By: /s/ Alice Lee, attorney-in-fact for RTW Investments, LP	11/29/2018
	/s/ Alice Lee, attorney-in-fact for Naveen Yalamanchi	11/29/2018
	** Signature of Reporting Person	Date
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