Director Gilbert Daniel B was granted 89,859 shares (SEC Form 4)
$RKT
Finance: Consumer Services
Finance
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Rocket Companies, Inc. [ RKT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/01/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Class A common stock | 10/01/2025 | A | 89,859(1)(2)(3) | A | $0 | 89,859 | I | See footnote(4) | ||
| Class L-1 common stock | 498,416,138 | D | ||||||||
| Class L-2 common stock | 498,416,138 | D | ||||||||
| Class L-1 common stock | 70,107,640 | I | See footnote(5) | |||||||
| Class L-2 common stock | 70,107,640 | I | See footnote(5) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Explanation of Responses: |
| 1. On October 1, 2025, Rocket Companies, Inc. ("Rocket") completed the previously announced acquisition of Mr. Cooper Group Inc. ("Mr. Cooper" and such acquisition, the "Mr. Cooper Acquisition"). Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), by and among Rocket, Mr. Cooper, Maverick Merger Sub, Inc. ("Maverick Merger Sub") and Maverick Merger Sub 2, LLC ("Forward Merger Sub"), Maverick Merger Sub merged with and into Mr. Cooper (the "Maverick Merger"), with Mr. Cooper surviving the Maverick Merger and continuing as a direct, wholly owned subsidiary of Rocket and immediately following such Maverick Merger, Mr. Cooper merged with and into Forward Merger Sub (the "Forward Merger"), with Forward Merger Sub surviving such Forward Merger and continuing as a direct, wholly owned subsidiary of Rocket. (Cont'd in FN2) |
| 2. (Cont'd from FN1) Pursuant to the Merger Agreement, each outstanding share of Mr. Cooper common stock, par value $0.01 per share (the "Mr. Cooper common stock"), held by the Reporting Person prior to the effective time of the Maverick Merger converted into a right to receive 11.0 shares of Rocket Class A common stock, par value $0.00001 per share, and cash payable in lieu of fractional shares, without interest and subject to any applicable withholding taxes. |
| 3. Received in exchange for 8,169 shares of Mr. Cooper common stock in connection with the Mr. Cooper Acquisition in a transaction exempt under Rule 16b-3. On September 30, 2025, the last trading day before the Mr. Cooper Acquisition, the closing price of Rocket's Class A common stock was $19.38 per share and the closing price of the Mr. Cooper common stock was $210.79 per share. |
| 4. Directly owned by The Daniel B Gilbert Trust u/a/d 12/23/1996, as amended, a trust for the benefit of the Reporting Person. |
| 5. Directly owned by Daniel Gilbert Trust #1 u/a/d 8/23/16, a revocable trust for the benefit of the Reporting Person. |
| /s/ Daniel B. Gilbert | 10/24/2025 | |
| ** 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). | ||
| 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. | ||