Sec Form 4 Filing - RTW INVESTMENTS, LP @ ROCKET PHARMACEUTICALS, INC. - 2021-03-24

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) _____ Other (specify below) (Last) (First) (Middle) 40 10TH AVENUE, FLOOR 7 3. Date of Earliest Transaction (MM/DD/YY) 03/24/2021 (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 03/24/2021 J( 1 ) 1,344,925 D 16,185,119 I See Footnote ( 1 )

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other R TW INVESTMENTS, LP 40 10TH AVENUE, FLOOR 7 NEW YORK,, NY10014 X X WONG RODERICK 40 10TH AVENUE, FLOOR 7 NEW YORK,, NY10014 X X Yalamanchi Naveen 40 10TH AVENUE, FLOOR 7 NEW YORK,, NY10014 X Signatures RTW Investments, LP By: /s/ Alice Lee 03/29/2021 Signature of Reporting Person Date Roderick Wong, M.D. By: /s/ Alice Lee 03/29/2021 Signature of Reporting Person Date Naveen Yalamanchi, M.D. By: /s/ Alice Lee 03/29/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported securities were held by RTW Special Purpose Fund II, LLC ("SPF II"). RTW Investments, LP ("RTW") is the investment manager of SPF II. Roderick Wong, M.D., is the Managing Partner and Chief Investment Officer of RTW and is a director of the Issuer and Chairman of the Issuer's Board of Directors. Naveen Yalamanchi, M.D., is a Partner and Portfolio Manager of RTW and is a director of the Issuer. On March 24, 2021, SPF II made an in-kind distribution of the reported securities to its non-managing members. The distribution was consistent with SPF II's operating agreement and was made on a pro rata basis to all non-managing SPF II members. No consideration was received by the Reporting Persons in connection with such distribution. The Reporting Persons did not have any pecuniary interest in the Common Stock distributed by SPF II.

Remarks: 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.

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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