Sec Form 4 Filing - RTW INVESTMENTS, LP @ ROCKET PHARMACEUTICALS, INC. - 2021-05-11

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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) 05/11/2021 (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 05/11/2021 S( 1 ) 725,000 D $ 40.0324 15,460,119 I By RTW ( 2 )

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 Equity Swap (Obligation to Buy) 1) $ 40.0324 05/11/2021 J/K( 3 ) 1 ( 3 ) ( 3 ) Common Stock 1,000,000 ( 3 ) 1,000,000 I By RTW ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other RTW 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 Attorney-in-fact 05/13/2021 Signature of Reporting Person Date Roderick Wong, M.D. By: /s/ Alice Lee Attorney-in-fact 05/13/2021 Signature of Reporting Person Date Naveen Yalamanchi, M.D. By: /s/ Alice Lee Attorney-in-fact 05/13/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is being filed in connection with the sale of the Issuer's Common Stock by an investment fund managed by RTW Investments, LP ("RTW") and the equity swap transactions described below entered into by another investment fund managed by RTW, to increase the funds' aggregate economic exposure to the Issuer and rebalance holdings between the funds. As a result of these transactions, the aggregate pecuniary interest of the funds has increased by 275,000 shares. ( 2 )The securities reported herein may be deemed beneficially owned by each of: (i) RTW, which is deemed the beneficial owner of shares held by RTW Master Fund, Ltd., RTW Innovation Master Fund, Ltd. and RTW Venture Fund Limited, which are investment funds managed by RTW, (ii) Roderick Wong, M.D., who serves as the Managing Partner and Chief Investment Officer of RTW and who is a director of the Issuer and Chairman of the Issuer's Board of Directors, and (iii) Naveen Yalamanchi, M.D., who serves as a Partner and Portfolio Manager of RTW and who is a director of the Issuer. Dr. Wong exercises voting and dispositive control over the securities held by RTW and is therefore deemed be the beneficial owner of securities owned or controlled by RTW. ( 3 )On May 11, 2021, an investment fund managed by RTW entered into an equity swap agreement with a third party. The reported equity swaps were on 1,000,000 shares of Common Stock of the Issuer. Under the equity swap, the fund will be obligated to pay to the third party any depreciation of the reference shares between the trade date and maturity, plus an accruing funding charge, and the third party will be obligated to pay to the fund any appreciation of the reference shares between the trade date and maturity, minus an accruing funding charge. The equity swaps expire on September 16, 2024, subject to extension.

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).

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.