SEC FORM 4

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

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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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

RTW INVESTMENTS, LP

(Last)

(First)

(Middle)

40 10TH AVENUE, FLOOR 7

(Street)

NEW YORK

10014

(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)	X	Other (specify below)
			See remarks

3. Date of Earliest Transaction (Month/Day/Year)
09/19/2025

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)
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	09/19/2025		X/K⁽¹⁾		1,000,000	A	$40.0324	19,188,457	I	See footnote⁽²⁾
Common Stock	09/19/2025		J/K⁽¹⁾		1,000,000	D	$3.105	18,188,457	I	See footnote⁽²⁾
Common Stock	09/19/2025		X/K⁽³⁾		41,000	A	$19.0916	18,229,457	I	See footnote⁽²⁾
Common Stock	09/19/2025		J/K⁽³⁾		41,000	D	$3.105	18,188,457	I	See footnote⁽²⁾
Common Stock	09/19/2025		X/K⁽⁴⁾		59,000	A	$17.8112	18,247,457	I	See footnote⁽²⁾
Common Stock	09/19/2025		J/K⁽⁴⁾		59,000	D	$3.105	18,188,457	I	See footnote⁽²⁾
Common Stock								47,667⁽⁵⁾	D⁽⁵⁾

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)
Equity Swap (obligation to buy)⁽¹⁾	$40.0324	09/19/2025		X/K⁽¹⁾			1	⁽¹⁾	⁽¹⁾	Common Stock	1,000,000	⁽¹⁾	0	I	See footnote⁽²⁾
Equity Swap (obligation to buy)⁽³⁾	$19.0916	09/19/2025		X/K⁽³⁾			1	⁽³⁾	⁽³⁾	Common Stock	41,000	⁽³⁾	0	I	See footnote⁽²⁾
Equity Swap (obligation to buy)⁽⁴⁾	$17.8112	09/19/2025		X/K⁽⁴⁾			1	⁽⁴⁾	⁽⁴⁾	Common Stock	59,000	⁽⁴⁾	0	I	See footnote⁽²⁾

1. Name and Address of Reporting Person^*

RTW INVESTMENTS, LP

(Last)

(First)

(Middle)

40 10TH AVENUE, FLOOR 7

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

WONG RODERICK

(Last)

(First)

(Middle)

C/O RTW INVESTMENTS, LP

40 10TH AVENUE, FLOOR 7

(Street)

NEW YORK

10014

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. On September 19, 2025, the equity swap entered into by RTW Innovation Master Fund, Ltd. previously reported on the Forms 4 filed by the Reporting Persons on May 13, 2021 and April 5, 2023, expired and settled in accordance with its terms. After the transaction reported herein, the amount of Common Stock of the Issuer beneficially owned in the aggregate by the Reporting Persons did not change.

2. 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.

3. On September 19, 2025, the equity swap entered into by RTW Innovation Master Fund, Ltd previously reported on the Form 4 filed by the Reporting Persons on December 22, 2022 expired and settled in accordance with its terms. After the transaction reported herein, the amount of Common Stock of the Issuer beneficially owned in the aggregate by the Reporting Persons did not change.

4. On September 19, 2025, the equity swap entered into by RTW Innovation Master Fund, Ltd previously reported on the Form 4 filed by the Reporting Persons on December 23, 2022 expired and settled in accordance with its terms. After the transaction reported herein, the amount of Common Stock of the Issuer beneficially owned in the aggregate by the Reporting Persons did not change.

5. Represents restricted stock units ("RSUs") held by Dr. Wong that convert to common stock on a one-for-one basis. The RSUs will vest in full on June 18, 2026.

Remarks:

The Adviser may be deemed to be a director by deputization for purposes of Section 16 under the Securities Exchange Act of 1934 by virtue of the fact that each of Dr. Wong, Gotham Makker, who serves as a Partner and Head of Strategic Investments of the Adviser, and Piratip Pratumsuwan, who serves as Managing Director, Research Analyst of the Adviser, currently serves on the board of directors of the Issuer. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

	RTW Investments, LP, By /s/ Roderick Wong, M.D., Managing Partner	09/23/2025
	Roderick Wong, By /s/ Roderick Wong, M.D.	09/23/2025
	** 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).
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SEC Form 4 filed by Director Rtw Investments, Lp