UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ROCKET PHARMACEUTICALS, INC.
(Name of Issuer)
Common Stock, par value $ $0.01 per share
(Title of Class of Securities)
77313F106
(CUSIP Number)
December 31, 2018
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 2 of 8
| CUSIP No. 77313F106 |
| 1 | Name of reporting persons.
Boxer Capital, LLC | |||||
| 2 | Check the appropriate box if a member of a group. (See instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC use only.
| |||||
| 4 | Citizenship or place of organization.
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | Sole voting power.
-0- | ||||
| 6 | Shared voting power.
1,966,051 | |||||
| 7 | Sole dispositive power.
-0- | |||||
| 8 | Shared dispositive power.
1,966,051 | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person.
1,966,051 | |||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (see instructions).
☐ | |||||
| 11 | Percent of class represented by amount in row (9).
4.9%* | |||||
| 12 | Type of reporting person
OO | |||||
| * | Based on 39,835,500 shares of Common Stock outstanding as of November 8, 2018, as set forth in the Issuer’s Quarterly Report on Form 10-Q that was filed with the Securities and Exchange Commission on November 9, 2018.. |
Page 3 of 8
| CUSIP No. 77313F106 |
| 1 | Name of reporting persons.
Boxer Asset Management Inc. | |||||
| 2 | Check the appropriate box if a member of a group. (See instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC use only.
| |||||
| 4 | Citizenship or place of organization.
Bahamas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | Sole voting power.
-0- | ||||
| 6 | Shared voting power.
1,966,051 | |||||
| 7 | Sole dispositive power.
-0- | |||||
| 8 | Shared dispositive power.
1,966,051 | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person.
1,966,051 | |||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (see instructions).
☐ | |||||
| 11 | Percent of class represented by amount in row (9).
4.9%* | |||||
| 12 | Type of reporting person
CO | |||||
| * | Based on 39,835,500 shares of Common Stock outstanding as of November 8, 2018, as set forth in the Issuer’s Quarterly Report on Form 10-Q that was filed with the Securities and Exchange Commission on November 9, 2018. |
Page 4 of 8
| CUSIP No. 77313F106 |
| 1 | Name of reporting persons.
MVA Investors, LLC | |||||
| 2 | Check the appropriate box if a member of a group. (See instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC use only.
| |||||
| 4 | Citizenship or place of organization.
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | Sole voting power.
182,844 | ||||
| 6 | Shared voting power.
-0- | |||||
| 7 | Sole dispositive power.
182,844 | |||||
| 8 | Shared dispositive power.
-0- | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person.
182,844 | |||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (see instructions).
☐ | |||||
| 11 | Percent of class represented by amount in row (9).
0.5%* | |||||
| 12 | Type of reporting person
OO | |||||
| * | Based on 39,835,500 shares of Common Stock outstanding as of November 8, 2018, as set forth in the Issuer’s Quarterly Report on Form 10-Q that was filed with the Securities and Exchange Commission on November 9, 2018. |
Page 5 of 8
| CUSIP No. 77313F106 |
| 1 | Name of reporting persons.
Joe Lewis | |||||
| 2 | Check the appropriate box if a member of a group. (See instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC use only.
| |||||
| 4 | Citizenship or place of organization.
United Kingdom | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | Sole voting power.
-0- | ||||
| 6 | Shared voting power.
1,966,051 | |||||
| 7 | Sole dispositive power.
-0- | |||||
| 8 | Shared dispositive power.
1,966,051 | |||||
| 9 |
Aggregate amount beneficially owned by each reporting person.
1,966,051 | |||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (see instructions).
☐ | |||||
| 11 | Percent of class represented by amount in row (9).
4.9%* | |||||
| 12 | Type of reporting person
IN | |||||
| * | Based on 39,835,500 shares of Common Stock outstanding as of November 8, 2018, as set forth in the Issuer’s Quarterly Report on Form 10-Q that was filed with the Securities and Exchange Commission on November 9, 2018. |
Page 6 of 8
This Amendment No. 1 (“Amendment No. 1) is being filed by Boxer Capital, LLC (“Boxer Capital”), Boxer Asset Management Inc. (“Boxer Management”), MVA Investors, LLC (“MVA Investors”), and Joe Lewis (together with Boxer Capital, Boxer Management and MVA Investors, the “Reporting Persons”), and amends and supplements the statement on Schedule 13G initially filed on January 19, 2018 (the “Original Filing”). The Original Filing remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 1. Capitalized terms used and not defined in this Amendment No. 1 have the meanings set forth in the Original Filing.
Item 4. Ownership.
| (a) | Amount beneficially owned: |
Boxer Capital, Boxer Management and Joe Lewis beneficially own 1,966,051 shares of Common Stock. MVA Investors beneficially owns 182,844 shares of Common Stock. The Reporting Persons may be deemed to beneficially own 2,148,895 shares of Common Stock in the aggregate.
| (b) | Percent of class: |
The shares of Common Stock beneficially owned by Boxer Capital, Boxer Management and Joe Lewis represent 4.9%* of the Issuer’s outstanding shares of Common Stock. The shares of Common Stock beneficially owned by MVA Investors represent 0.5%* of the Issuer’s outstanding shares of Common Stock. The shares of Common Stock owned by the Reporting Persons in the aggregate represent 5.4%* of the Issuer’s outstanding shares of Common Stock.
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or direct the vote: |
MVA Investors has the sole power to vote or to direct the vote of the 182,844 shares of Common Stock it beneficially owns.
| (ii) | Shared power to vote or to direct the vote: |
Boxer Capital, Boxer Management and Joe Lewis have shared power to vote or to direct the vote of the 1,966,051 shares of Common Stock they beneficially own.
| (iii) | Sole power to dispose or to direct the disposition of: |
MVA Investors has the sole power to dispose or to direct the disposition of the 182,844 shares of Common Stock it beneficially owns.
| (iv) | Shared power to dispose or to direct the disposition of: |
Boxer Capital, Boxer Management and Joe Lewis have shared power to dispose or to direct the disposition of the 1,966,051 shares of Common Stock they beneficially own.
| * | All percentages are based on 39,835,500 shares of Common Stock outstanding as of November 8, 2018, as set forth in the Issuer’s Quarterly Report on Form 10-Q that was filed with the Securities and Exchange Commission on November 9, 2018. |
Item 10. Certification.
(c) By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
Page 7 of 8
Exhibits
| 1 | Joint Filing Agreement among the Reporting Persons, incorporated herein by reference to Exhibit 99.1 to the Schedule 13G filed on January 19, 2018. |
Page 8 of 8
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
February 14, 2019
| BOXER CAPITAL, LLC | ||
| By: | /s/ Aaron I. Davis | |
| Name: | Aaron I. Davis | |
| Title: | Authorized Signatory | |
| BOXER ASSET MANAGEMENT INC. | ||
| By: | /s/ Jason Callender | |
| Name: | Jason Callender | |
| Title: | Director | |
| MVA INVESTORS, LLC | ||
| By: | /s/ Aaron I. Davis | |
| Name: | Aaron I. Davis | |
| Title: | Authorized Signatory | |
| JOSEPH C. LEWIS | ||
| /s/ Joseph C. Lewis | ||
| Joseph C. Lewis, Individually | ||