Sec Form 4 Filing - RTW INVESTMENTS, LP @ ROCKET PHARMACEUTICALS, INC. - 2018-08-27

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) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 412 W 15TH STREET, FLOOR 9, 3. Date of Earliest Transaction (MM/DD/YY) 08/27/2018 (Street) NEW YORK, NY10011 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

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 Sell) ( 1 ) $ 22.05 08/27/2018 J/K( 2 ) 1 ( 2 ) ( 2 ) Common Stock 500,000 ( 2 ) 1 I See footnotes ( 1 ) ( 4 ) ( 5 ) Equity Swap (Obligation to Buy) ( 1 ) $ 22.05 08/27/2018 J/K( 3 ) 1 ( 3 ) ( 3 ) Common Stock 500,000 ( 3 ) 1 I See footnotes ( 1 ) ( 4 ) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RTW INVESTMENTS, LP 412 W 15TH STREET, FLOOR 9 NEW YORK, NY10011 X WONG RODERICK C/O RTW INVESTMENTS, LP 412 W 15TH STREET, FLOOR 9 NEW YORK, NY10011 X X Yalamanchi Naveen C/O RTW INVESTMENTS, LP 412 W 15TH STREET, FLOOR 9 NEW YORK, NY10011 X Signatures RTW Investments, LP; By: /s/ Alice Lee, attorney-in-fact for RTW Investments, LP 08/29/2018 Signature of Reporting Person Date /s/ Sara Turken, attorney-in-fact for Roderick Wong 08/29/2018 Signature of Reporting Person Date /s/ Sara Turken, attorney-in-fact for Naveen Yalamanchi 08/29/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is being filed in connection with the equity swap transactions described below, which represent ordinary course rebalancing transactions in which the Funds (as defined below) entered into equity swap agreements to rebalance holdings between the Funds. 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 27, 2018, RTW Innovation Master Fund, Ltd. entered into an equity swap agreement with a third party. The reported equity swap was on 500,000 shares of Common Stock of the Issuer. Under the equity swap, RTW Innovation Master Fund, Ltd. will be obligated to pay to the third party any depreciation of the reference shares between the trade date and maturity, plus an accruing funding charge, and the third party will be obligated to pay to RTW Innovation Master Fund, Ltd. any appreciation of the reference shares between the trade date and maturity, minus an accruing funding charge. The equity swap expires on August 27, 2023, subject to extension. ( 3 )On August 27, 2018, RTW Master Fund, Ltd. entered into an equity swap agreement with the same a third party. The reported equity swap was on a basket of securities, which included 500,000 shares of Common Stock of the Issuer. Under the equity swap, RTW Master Fund, Ltd. will be obligated to pay to the third party any appreciation of the basket of reference shares between the trade date and maturity, plus an accruing funding charge, and the third party will be obligated to pay to RTW Master Fund, Ltd. any depreciation of the basket of reference shares between the trade date and maturity, minus an accruing funding charge. The equity swap expires on August 27, 2023, subject to extension. ( 4 )The securities reported herein may be deemed beneficially owned by each of: (i) RTW Investments, LP ("RTW"), which is deemed the beneficial owner of shares held by RTW Master Fund, Ltd. and RTW Innovation Master Fund, Ltd. (collectively, the "Funds"), which are investment funds managed by RTW, (ii) Roderick Wong, M.D., who serves as the Managing Partner and Chief Investment Officer of RTW and who is a director of the Issuer and Chairman of the Issuer's Board of Directors, and (iii) Naveen Yalamanchi, M.D., who serves as a Partner and Portfolio Manager of RTW and who is a director of the Issuer. Dr. Wong exercises voting and dispositive control over the securities held by RTW and is therefore deemed be the beneficial owner of securities owned or controlled by RTW. ( 5 )(continued from Footnote 4) Both Dr. Wong and Dr. Yalamanchi have a pecuniary interest in securities held by RTW. Dr. Yalamanchi disclaims beneficial ownership of the shares of common stock of the Issuer beneficially held by RTW, except to the extent of his pecuniary interest therein.

Remarks: Ex. 24 - Power of Attorney

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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