SEC Filing | Rocket Pharmaceuticals, Inc.

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Schwartz Jonathan David

(Last)

(First)

(Middle)

C/O ROCKET PHARMACEUTICALS, INC.

430 EAST 29TH STREET, SUITE 1040

(Street)

NEW YORK

10016

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/04/2018

3. Issuer Name and Ticker or Trading Symbol
ROCKET PHARMACEUTICALS, INC. [ RCKT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Medical Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽²⁾	02/08/2026	Common Stock	251,410⁽¹⁾	1.21	D
Stock Option (Right to Buy)	⁽³⁾	04/12/2027	Common Stock	11,427⁽¹⁾	1.7	D

Explanation of Responses:

1. All numbers give effect to the 1:4 reverse stock split effected by the Issuer on January 4, 2018.

2. This option represents a right to purchase a total of 251,410 shares of the Issuer's Common Stock 83,803 of which became fully vested and exercisable on February 8, 2017, with the remaining 167,607 shares vesting in equal quarterly installments over the following two years, subject to the reporting person's continued employment with the Issuer.

3. This option represents a right to purchase a total of 11,427 shares of the Issuer's Common Stock 4,113 of which will become fully vested and exercisable on April 12, 2018, with the remaining 7,314 shares vesting in equal quarterly installments over the following two years, subject to the reporting person's continued employment with the Issuer.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Alice Lee, as attorney-in-fact for Jonathan Schwartz	01/16/2018
	** Signature of Reporting Person	Date
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 5 (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.

                                 POWER OF ATTORNEY


    Know all by these presents that the undersigned hereby constitutes and
appoints Ryan A. Murr and Alice Lee as the undersigned's true and lawful
attorney-in-fact to:

    (1) prepare, execute in the undersigned's name and on the undersigned's
        behalf, and submit to the U.S. Securities and Exchange Commission (the
        "SEC") a Form ID, including amendments thereto, and any other documents
        necessary or appropriate to obtain codes, passwords, and passphrases
        enabling the undersigned to make electronic filings with the SEC of
        reports required by the Securities Exchange Act of 1934 or any rule or
        regulation of the SEC;

    (2) execute for and on behalf of the undersigned, in the undersigned's
        capacity as an officer of Rocket Pharmaceuticals, Inc. (the "Company"),
        Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities
        Exchange Act of 1934 and the rules thereunder;

    (3) do and perform any and all acts for and on behalf of the undersigned
        which may be necessary or desirable to complete and execute any such
        Form 3, 4, or 5, complete and execute any amendment or amendments
        thereto, and timely file such form with the SEC and any securities
        exchange or similar authority; and

    (4) take any other action of any type whatsoever in connection with the
        foregoing which, in the opinion of such attorney-in-fact, may be of
        benefit to, in the best interest of, or legally required by, the
        undersigned, it being understood that the documents executed by such
        attorney-in-fact on behalf of the undersigned pursuant to this Power of
        Attorney shall be in such form and shall contain such terms and
        conditions as such attorney-in-fact may approve in such attorney-in-
        fact's discretion.

    The undersigned hereby grants to the attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned also ratifies hereby any action previously taken by
the attorney-in-fact that would have been authorized by this power of attorney
if it has been in effect at the time such action was taken.  The undersigned
acknowledges that the foregoing attorney-in-fact, in serving in such capacity at
the request of the undersigned, is not assuming, nor is the Company assuming,
any of the undersigned's responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934, as amended.

    This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to  be
executed as of December 20, 2017.




                                        /s/ Jonathan Schwartz
                                        -------------------------------
                                        Name:  Jonathan Schwartz