Sec Form 3 Filing - Schwartz Jonathan David @ ROCKET PHARMACEUTICALS, INC. - 2024-03-25

FORM 3 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Schwartz Jonathan David 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) 03/25/2024 (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 ) 172,413 ( 1 ) ( 2 ) 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) ( 3 ) $ 18.75 03/29/2019( 3 ) 03/29/2028 Common Stock 60,000 D Stock Option (Right to Buy) ( 3 ) $ 14.56 01/28/2020( 3 ) 01/28/2029 Common Stock 75,000 D Stock Option (Right to Buy) ( 3 ) $ 10.85 09/02/2020( 3 ) 09/02/2029 Common Stock 30,000 D Stock Option (Right to Buy) ( 3 ) $ 22.72 02/06/2021( 3 ) 02/06/2030 Common Stock 75,000 D Stock Option (Right to Buy) ( 3 ) $ 23.89 02/10/2021( 3 ) 02/10/2030 Common Stock 7,000 D Stock Option (Right to Buy) ( 3 ) $ 62.32 02/04/2022( 3 ) 02/04/2031 Common Stock 35,000 D Stock Option (Right to Buy) ( 3 ) $ 19.05 02/14/2023( 3 ) 02/14/2032 Common Stock 81,010 D Stock Option (Right to Buy) ( 3 ) $ 20.04 02/14/2024( 3 ) 02/14/2033 Common Stock 124,496 D Stock Option (Right to Buy) ( 3 ) $ 30.01 02/16/2025( 3 ) 02/16/2034 Common Stock 57,273 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Schwartz Jonathan David C/O ROCKET PHARMACEUTICALS, INC. 9 CEDARBROOK DRIVE CRANBURY, NJ08512 See Remarks Signatures /s/ Martin Wilson, as attorney-in-fact for Jonathan Schwartz 04/03/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents 95,726 shares of the Issuer's common stock and 78,687 Restricted Stock Units ("RSUs") that convert to common stock on a one-for-one basis. ( 2 )Includes unvested RSUs from grants of (i) 19,418 RSUs on February 16, 2024, (ii) 41,541 RSUs on February 14, 2023, and (iii) 25,984 RSUs on February 14, 2022; one-third of such RSUs granted vest on the first anniversary of the grant date and the remaining two-thirds vest in equal quarterly installments over the following two years. Includes a grant of 22,896 RSUs on August 12, 2022, all of which vest on August 12, 2025. ( 3 )This option represents a right to purchase shares of the Issuer's common stock, one-third become fully vested and exercisable on the first anniversary of the grant date, 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: Chief Medical & Gene Therapy OfficerExhibit 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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.