Sec Form 4 Filing - RTW INVESTMENTS, LP @ ROCKET PHARMACEUTICALS, INC. - 2023-08-28

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person RTW INVESTMENTS, LP 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 (Last) (First) (Middle) 40 10TH AVENUE, 7TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/28/2023 (Street) NEW YORK, NY10014 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, $0.01 par value ("Common Stock") ( 1 ) 08/28/2023 J/K( 2 ) 500,000 A $ 22.05 18,657,605 I See footnote ( 4 ) Common Stock ( 1 ) 08/28/2023 J/K( 2 ) 500,000 D $ 15.87 18,157,605 I See footnote ( 4 ) Common Stock ( 1 ) 08/28/2023 J/K( 3 ) 500,000 D $ 22.05 17,657,605 I See footnote ( 4 ) Common Stock ( 1 ) 08/28/2023 J/K( 3 ) 500,000 A $ 15.87 18,157,605 I See footnote ( 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Equity Swap (obligation to buy) ( 1 ) $ 22.05 08/28/2023 J/K( 2 ) 1 08/27/2018 08/28/2023 Common Stock 500,000 ( 2 ) 0 I See footnote ( 4 ) Equity Swap (obligation to sell) ( 1 ) $ 22.05 08/28/2023 J/K( 3 ) 1 08/27/2018 08/28/2023 Common Stock 500,000 ( 3 ) 0 I See footnote ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RTW INVESTMENTS, LP 40 10TH AVENUE 7TH FLOOR NEW YORK, NY10014 X X See Remarks WONG RODERICK C/O RTW INVESTMENTS, LP 40 10TH AVENUE, 7TH FLOOR NEW YORK, NY10014 X X Signatures RTW Investments, LP, By: /s/ Roderick Wong, Managing Partner 08/30/2023 Signature of Reporting Person Date Roderick Wong, M.D., By: /s/ Roderick Wong 08/30/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is being filed in connection with the equity swap transactions described below. After the transactions reported herein, the amount of Common Stock of the Issuer beneficially owned in the aggregate by the Reporting Persons did not change. ( 2 )On August 28, 2023, the equity swap entered into by RTW Innovation Master Fund, Ltd. previously reported on the Form 4 filed by the Reporting Persons on August 29, 2018 (the "2018 Form 4"), expired and settled in accordance with its terms. The 2018 Form 4 reported the entry by RTW Innovation Master Fund, Ltd. into an equity swap (obligation to sell); RTW Innovation Master Fund, Ltd. in fact entered into an equity swap (obligation to buy). ( 3 )On August 28, 2023, the equity swap entered into by RTW Master Fund, Ltd. previously reported on the 2018 Form 4, expired and settled in accordance with its terms. The 2018 Form 4 reported the entry by RTW Master Fund, Ltd. into an equity swap (obligation to buy); RTW Master Fund, Ltd. in fact entered into an equity swap (obligation to sell). ( 4 )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.

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, Naveen Yalamanchi, M.D., who serves as a Partner and Portfolio Manager of the Adviser, and Gotham Makker, who serves as Head of Strategic Investments 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. The 2018 Form 4 reported an expiration date of the reported swaps of August 27, 2023; however the expiration date was in fact August 28, 2023.

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).

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