SEC FORM 5

SEC FORM 5 SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

GRANADILLO PEDRO P

(Last)

(First)

(Middle)

C/O ROCKET PHARMACEUTICALS, INC.

9 CEDARBROOK DRIVE

(Street)

CRANBURY

08512

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2020

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

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

X	Form filed by One Reporting Person
	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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)	4. Transaction Code (Instr. 8)	(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)
Stock Option (Right to Buy)	$14.56	12/28/2020		G		30,000	⁽¹⁾	01/28/2029	Common Stock	30,000	$0	0	D
Stock Option (Right to Buy)	$14.56	12/28/2020		G	30,000		⁽¹⁾	01/28/2029	Common Stock	30,000	$0	30,000	I	By Ann Granadillo Lowe 2020 Revocable Trust dated 12/28/2020
Stock Option (Right to Buy)	$18.75	12/28/2020		G		40,000	⁽²⁾	03/29/2028	Common Stock	40,000	$0	0	D
Stock Option (Right to Buy)	$18.75	12/28/2020		G	40,000		⁽²⁾	03/29/2028	Common Stock	40,000	$0	40,000	I	By Ann Granadillo Lowe 2020 Revocable Trust dated 12/28/2020
Stock Option (Right to Buy)	$19.9	12/28/2020		G		20,000	⁽³⁾	06/16/2030	Common Stock	20,000	$0	0	D
Stock Option (Right to Buy)	$19.9	12/28/2020		G	20,000		⁽³⁾	06/16/2030	Common Stock	20,000	$0	20,000	I	By Paul Andrew Granadillo 2020 Irrevocable Trust dated 12/28/2020

Explanation of Responses:

1. This option represents a right to purchase a total of 30,000 shares of the Issuer's Common Stock, all of which are currently vested and exercisable.

2. This option represents a right to purchase a total of 40,000 shares of the Issuer's Common Stock, 37,778 of which are currently vested and exercisable, with the remaining 2,222 shares vesting in equal monthly installments on each of February 28, 2021 and March 29, 2021.

3. This option represents a right to purchase a total of 20,000 shares of the Issuer's Common Stock, all of which will become fully vested and exercisable on June 16, 2021.

	/s/ Sara Turken, Attorney-in-Fact	02/16/2021
	** 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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