Sec Form 4 Filing - Rocket Internet Growth Opportunities Sponsor GmbH @ Rocket Internet Growth Opportunities Corp. - 2021-05-06

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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
Rocket Internet Growth Opportunities Sponsor GmbH
2. Issuer Name and Ticker or Trading Symbol
Rocket Internet Growth Opportunities Corp. [ RKTA]
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)
CHARLOTTENSTRASSE 4,
3. Date of Earliest Transaction (MM/DD/YY)
05/06/2021
(Street)
BERLIN, 2M10969
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
Class B Common Shares ( 1 ) 05/06/2021 J( 2 ) 512,500 ( 1 ) ( 1 ) Class A ordinary shares 512,500 ( 2 ) 6,675,000 D ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rocket Internet Growth Opportunities Sponsor GmbH
CHARLOTTENSTRASSE 4
BERLIN, 2M10969
X
Global Founders GmbH
BAVARIAFILMPLATZ 7
GEBAEUDE 49
GRUENWALD, 2M82031
X
Rocata GmbH
BAVARIAFILMPLATZ 7
GEBAEUDE 49
GRUENWALD, 2M82031
X
Zerena GmbH
BAVARIAFILMPLATZ 7
GEBAEUDE 49
GRUENWALD, 2M82031
X
Atrium 122. Europaische VV SE
CHARLOTTENSTR. 4
BERLIN, 2M10969
X
Brillant 3087. SE & Co. Verwaltungs KG
CHARLOTTENSTR. 4
BERLIN, 2M10969
X
Signatures
Rocket Internet Growth Opportunities Sponsor GmbH By: /s/ Gregor Janknecht as Managing Director 05/07/2021
Signature of Reporting Person Date
Global Founders GmbH By: /s/ Gregor Janknecht as Attorney-in-Fact for Global Founders GmbH 05/07/2021
Signature of Reporting Person Date
Rocata GmbH By: /s/ Gregor Janknecht as Attorney-in-Fact for Rocata GmbH 05/07/2021
Signature of Reporting Person Date
Zerena GmbH By: /s/ Gregor Janknecht as Attorney-in-Fact for Zerena GmbH 05/07/2021
Signature of Reporting Person Date
Atrium 122. Europaische VV SE By: /s/ Gregor Janknecht as Attorney-in-Fact for Atrium 122. Europaische VV SE 05/07/2021
Signature of Reporting Person Date
Brillant 3087. SE & Co. Verwaltungs KG By: /s/ Gregor Janknecht as Attorney-in-Fact for Brillant 3087. SE & Co. Verwaltungs KG 05/07/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As described in the issuer's registration statement on Form S-1 (File No. 333-252913), the Class B ordinary shares, par value $0.0001per share, will automatically convert into Class A ordinary shares at the time of the consummation of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided in the issuer's registration statement.
( 2 )Forfeiture to the issuer for no consideration because the underwriter for the issuer's initial public offering did not fully exercise the over-allotmentoption.
( 3 )Represents 6,675,000 shares of Class B ordinary shares directly held by Rocket Internet Growth Opportunities Sponsor GmbH (the "Sponsor"). Atrium 122. Europaische VV SE ("Atrium") is the sole shareholder of Rocket Internet Growth Opportunities Sponsor GmbH. Brillant 3087. SE & Co. Verwaltungs KG ("Brillant"), the sole shareholder of Atrium, is controlled by Rocket Internet. Rocket Internet is controlled by Global Founders GmbH ("Global Founders"), which is controlled by Rocata GmbH ("Rocata"). Zerena GmbH ("Zerena") is the sole shareholder of Rocata. Accordingly, Atrium, Brillant, Rocket Internet, Global Founders, Rocata and Zerena may each be deemed to have voting and dispositive power with respect to the ordinary shares of Rocket Internet Growth Opportunities Corp. Each of Atrium, Brillant, Rocket Internet, Global Founders, Rocata and Zerena disclaims beneficial ownership of the securities reported hereby except to the extent of any pecuniary interest therein.

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