Sec Form 4 Filing - Militello John @ ROCKET PHARMACEUTICALS, INC. - 2024-02-16

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 Militello John 2. Issuer Name and Ticker or Trading Symbol ROCKET PHARMACEUTICALS, INC. [ RCKT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) C/O ROCKET PHARMACEUTICALS, INC., 9 CEDARBROOK DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 02/16/2024 (Street) CRANBURY, NJ08512 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 ( 1 ) 02/16/2024 S 3,238 ( 2 ) ( 3 ) D $ 29.838 13,195 D Common Stock ( 1 ) ( 4 ) 02/16/2024 A 8,322 A $ 0 21,517 D

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 Stock Option (Right to Buy) $ 30.01 02/16/2024 A 24,545 ( 5 ) 02/16/2034 Common Stock 24,545 $ 0 24,545 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Militello John C/O ROCKET PHARMACEUTICALS, INC. 9 CEDARBROOK DRIVE CRANBURY, NJ08512 See Remarks Signatures /s/ Martin Wilson, as attorney-in-fact for John Militello 02/21/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares beneficially owned by the reporting person are subject to a lock-up agreement dated September 12, 2023 (the "Lock-Up Agreement"). ( 2 )The sales reported on this Form 4 represent shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of Restricted Stock Units (RSUs) received by the Reporting Person. ( 3 )The shares of common stock were sold by the Reporting Person pursuant to an exemption to the Lock-Up Agreement in order to pay tax withholding obligations in connection with the vesting of RSUs. Notwithstanding the sales reported on this Form 4, the securities beneficially owned by the reporting person remain subject to the terms of the Lock-Up Agreement. ( 4 )Represent RSUs that convert to common stock on a one-for-one basis. One-third (1/3) of such RSUs will become fully vested on February 16, 2025, with the remaining shares vesting in equal quarterly installments over the following two years. ( 5 )This option represents a right to purchase a total of 24,545 shares of the Issuer's Common Stock, one-third of which will become fully vested and exercisable on February 16, 2025, with the remaining shares vesting in equal quarterly installments over the following two years, subject to the reporting person's continued employment with the Issuer.

Remarks: VP, Principal Accounting Officer and Interim Principal Financial Officer

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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