Sec Form 4 Filing - Gilbert Jennifer L. @ Rocket Companies, Inc. - 2021-03-29

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 Gilbert Jennifer L. 2. Issuer Name and Ticker or Trading Symbol Rocket Companies, Inc. [ RKT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ROCKET COMPANIES, INC., 1050 WOODWARD AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 03/29/2021 (Street) DETROIT, MI48226 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 Class D common stock ( 1 ) ( 2 ) ( 3 ) ( 9 ) 03/29/2021 D( 4 ) 20,200,000 D 1,846,977,661 I By spouse, see footnote ( 9 ) Class A common stock 03/29/2021 X( 5 ) 20,200,000 A 20,200,000 I By spouse, see footnote ( 9 ) Class A common stock 03/29/2021 S( 6 ) 20,200,000 D $ 24.75 0 I By spouse, see footnote ( 11 ) Class D common stock ( 1 ) ( 2 ) ( 3 ) ( 9 ) 800,000 I By spouse, see footnote ( 11 ) Class D common stock ( 1 ) ( 2 ) ( 3 ) ( 11 ) 1,101,822 I By spouse, see footnote ( 11 ) Class A common stock 28,334 I By spouse, see footnote ( 8 ) Class A common stock 344,231 I By spouse, see footnote ( 10 )

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 Non-voting common interest units of RKT Holdings, LLC ( 2 ) ( 3 ) ( 2 ) ( 3 ) 03/29/2021 D( 4 ) 20,200,000 ( 2 )( 3 ) ( 2 )( 3 ) Class B common stock and Class A common stock 20,200,000 ( 7 ) 1,846,977,661 I By spouse, see footnote ( 9 ) Class B common stock ( 3 ) ( 3 ) 03/29/2021 A( 4 ) 20,200,000 ( 2 )( 3 ) ( 2 )( 3 ) Class A common stock 20,200,000 ( 7 ) 20,200,000 I By spouse, see footnote ( 9 ) Class B common stock ( 3 ) ( 3 ) 03/29/2021 X( 5 ) 20,200,000 ( 2 )( 3 ) ( 2 )( 3 ) Class A common stock 20,200,000 ( 7 ) 0 I By spouse, see footnote ( 9 ) Non-voting common interest units of RKT HoldingsLLC ( 2 ) ( 3 ) ( 9 ) ( 2 ) ( 3 ) ( 2 )( 3 ) ( 2 )( 3 ) Class B common stock and Class A common stock 800,000 800,000 I By spouse, see footnote ( 11 ) Non-voting common interest units of RKT Holdings, LLC ( 2 ) ( 3 ) ( 2 ) ( 3 ) ( 2 )( 3 ) ( 2 )( 3 ) Class B common stock and Class A common stock 1,101,822 1,101,822 I By spouse, see footnote ( 11 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gilbert Jennifer L. C/O ROCKET COMPANIES, INC. 1050 WOODWARD AVENUE DETROIT, MI48226 X Signatures /s/ Jeff Morganroth, attorney in fact 03/31/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares of Class D common stock of the Issuer have 10 votes per share but no economic rights (including rights to dividends and distributions upon liquidation) and are issued in an equal amount to the number of non-voting common interest units of RKT Holdings, LLC ("Holdings Units") held. ( 2 )Pursuant to the terms of the Exchange Agreement, dated as of August 5, 2020, by and among the Issuer, RKT Holdings, LLC, Rock Holdings Inc. ("RHI"), Daniel Gilbert and the holders of Holding Units and shares of Class C common stock or Class D common stock from time to time party thereto (the "Exchange Agreement"), Holdings Units, together with a corresponding number of shares of Class D common stock or Class C common stock, may be exchanged for, at the option of the Issuer, (i) shares of Class B common stock or Class A common stock of the Issuer, as applicable, on a one-for-one basis, or (ii) cash from a substantially concurrent public offering or private sale (based on the price of the Class A common stock in such public offering or private sale), subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. The exchange rights under the Exchange Agreement do not expire. ( 3 )Pursuant to the terms of the Issuer's Certificate of Incorporation, each share of the Issuer's Class B common stock will automatically convert into one share of Class A common stock, and each share of the Issuer's Class D common stock will automatically convert into one share of our Class C common stock, (i) at the option of the holder, (ii) immediately prior to any transfer of such share except for certain transfers described in the Issuer's Certificate of Incorporation and (iii) if the reporting person and its permitted transferees own less than 10% of the Issuer's issued and outstanding common stock. ( 4 )Pursuant to the terms of the Exchange Agreement, RHI exchanged 20,200,000 of Holding Units and a corresponding number shares of Class D common stock for the same number of shares of Class B common stock. ( 5 )Pursuant to the terms of the Issuer's Certificate of Incorporation, each share of Class B common stock was automatically converted into one share of Class A common stock immediately prior to the Reported Sale (as defined below). ( 6 )These shares were sold in a private transaction (the "Reported Sale"). Rocket Companies' Chairman, Dan Gilbert, the largest investor in RHI, plans to use his portion of the proceeds to help fund his recently announced $500 million commitment to revitalizing Detroit neighborhoods. Following the sale, RHI continues to maintain approximately 93% interest in Rocket Companies. ( 7 )Pursuant to Instruction 4(c)(iii), this response has been left blank. ( 8 )Directly owned by Daniel Gilbert, the spouse of the reporting person. ( 9 )Directly owned by RHI. Daniel Gilbert, the spouse of the reporting person, is the majority shareholder of RHI and has voting and dispositive control and beneficial ownership with respect to the shares of the Issuer's common stock held of record by RHI. ( 10 )Directly owned by entities affiliated with Daniel Gilbert. ( 11 )Directly owned by a wholly-owned subsidiary of RHI. Daniel Gilbert, the spouse of the reporting person, is the majority shareholder of RHI and has voting and dispositive control and beneficial ownership with respect to these shares.

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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