SEC Form SC 13D/A filed by Rocket Pharmaceuticals Inc. (Amendment)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ]

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

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The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

*The above-referenced shares of common stock, par value $0.01 per share (the “Common Stock”) of Rocket Pharmaceuticals, Inc. (the “Issuer”), reported hereunder are held by one or more funds (together the “RTW Funds”) managed by RTW Investments, LP (the “RTW Investments”). RTW Investments, in its capacity as the investment manager of the RTW Funds, has the power to vote and the power to direct the disposition of all such shares of Common Stock held by the RTW Funds. Roderick Wong, M.D. (“Dr. Wong”) is the Managing Partner and Chief Investment Officer of RTW Investments. The percentage of Common Stock held is based upon 79,347,760 shares of Common Stock outstanding as of February 22, 2023, as reported in the Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed by the Issuer with the SEC on February 28, 2023, and assumes the exercise of the warrants reported herein.

*The above-referenced shares of Common Stock of the Issuer reported hereunder are held by the RTW Funds managed by RTW Investments. RTW Investments, in its capacity as the investment manager of the RTW Funds, has the power to vote and the power to direct the disposition of all such shares of Common Stock held by the RTW Funds. Dr. Wong is the Managing Partner and Chief Investment Officer of RTW Investments. The percentage of Common Stock held is based upon 79,347,760 shares of Common Stock outstanding as of February 22, 2023, as reported in the Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed by the Issuer with the SEC on February 28, 2023, and assumes the exercise of the stock options held by Dr. Wong and the warrants reported herein.

This Amendment No. 9 relates to and amends the Statement of Beneficial Ownership on Schedule 13D of RTW Investments and Dr. Wong (each, a “Reporting Person” and collectively, the “Reporting Persons”), initially filed jointly by the Reporting Persons with the U.S. Securities and Exchange Commission (“SEC”) on January 16, 2018, and amended on November 29, 2018, April 16, 2019, December 13, 2019, January 8, 2021, March 29, 2021, August 31, 2021, September 21, 2022 and October 11, 2022 (as amended, the “Schedule 13D”), with respect to the Common Stock of the Issuer.

Items 3, 4, 5(a)-(c) and 6 of the Schedule 13D are hereby amended to the extent hereinafter expressly set forth. All capitalized terms used and not expressly defined herein have the respective meanings ascribed to such terms in the Schedule 13D.

The Mergers closed on December 1, 2022. At the closing of the Mergers (the “Closing”), each share of Renovacor common stock, par value $0.0001 per share (“Renovacor Share”), outstanding immediately prior to the effective time of the First Merger (the “First Effective Time”) was canceled and converted into the right to receive 0.1763 fully paid and non-assessable shares of Common Stock. At the First Effective Time, each public warrant to purchase Renovacor Shares (“Renovacor Public Warrant”) outstanding and unexercised immediately prior to the First Effective Time was automatically converted into a number of warrants (the “Rocket Warrants”), rounded down to the nearest whole share, equal to the product of (A) the number of Renovacor Shares subject to such Renovacor Public Warrant as of immediately prior to the First Effective Time, multiplied by (B) the Exchange Ratio (as defined in the Merger Agreement, after such conversion, a Rocket Warrant), at an exercise price per Issuer share of common stock underlying such Exchanged Warrant equal to the quotient obtained by dividing (x) the per share exercise price applicable to such Renovacor Public Warrant immediately prior to the First Effective Time by (y) the Exchange Ratio, rounded up to the nearest whole cent. Each Rocket Warrant is exercisable for one-half share of Common Stock, provided, however, that each Rocket Warrant must be exercised in multiples of two. In connection with the Closing of the Mergers, the Reporting Persons received, in exchange for their Renovacor Shares, 529,038 shares of Common Stock and 61,705 Rocket Warrants exercisable for 30,852 shares of Common Stock. The Rocket Warrants have an exercise price of $65.23 per share and expire on September 2, 2026.

The foregoing summary of the transactions that were consummated pursuant to the Merger Agreement does not purport to be complete and is qualified in its entirety by, the full text of the Current Report on Form 8-K filed by the Issuer with the SEC on December 1, 2022, and is incorporated herein by reference.

(a) See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned by the Reporting Persons. The aggregate percentage of the shares of Common Stock reported to be beneficially owned by each Reporting Person is based upon 79,347,760 shares of Common Stock outstanding as of February 22, 2023, as reported in the Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed by the Issuer with the SEC on February 28, 2023, and assumes the exercise of the Rocket Warrants reported herein and, in the case of Dr. Wong, assumes the exercise of the stock options held by Dr. Wong.

(b) See rows (7) through (10) of the cover page to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

(c) Other than as described in Item 4, no transactions in the shares of Common Stock were effected in the past sixty (60) days or in the 60 days prior to the date of event that required the filing of this statement by the Reporting Persons.

As of December 1, 2022, the RTW Funds hold the Rocket Warrants described in Item 4.

As reported on the Form 4 filed by the Reporting Persons on April 5, 2023, the expiration date of the previously reported equity swap on 1,000,000 shares of Common Stock of the Issuer was extended from September 16, 2024 to September 16, 2025.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.