Makker Gotham Form 4 Filed 2018-04-02

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 ^*

Makker Gotham

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	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O ROCKET PHARMACEUTICALS, INC., 430 EAST 29TH STREET, SUITE 1040

3. Date of Earliest Transaction (Month/Day/Year)
03/29/2018

(Street)

NEW YORK, NY 10016

(City)

(State)

(Zip)

4. If Amendment, Date 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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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 (Month/Day/Year)

7. Title and Amount of Securities Underlying Derivative Security (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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy)

$18.75

03/29/2018

40,000

⁽¹⁾

03/29/2028

Common Stock

40,000

$ 0

40,000

Stock Option (Right to Buy)

$18.75

03/29/2018

3,300

⁽²⁾

03/29/2028

Common Stock

3,300

$14.09⁽²⁾

3,300

Explanation of Responses:

1.	This option represents a right to purchase a total of 40,000 shares of the Issuer's Common Stock, 13,336 of which will become fully vested and exercisable on March 29, 2019, with the remaining 26,664 shares vesting in equal monthly installments over the following two years.
2.	This option represents a right to purchase a total of 3,300 shares of the Issuer's Common Stock, 1,116 of which will become fully vested and exercisable on March 29, 2019, with the remaining 2,184 shares vesting in equal monthly installments over the following two years. This option was issued to the Reporting Person in lieu of director retainer fees of $46,500.

	Signatures
	/s/ Alice Lee, as attorney-in-fact for Gotham Makker	04/02/2018
	** Signature of Reporting Person	Date
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