Rock Holdings Inc. 4
4 · Rocket Companies, Inc. · Filed Aug 18, 2020
Insider Transaction Report
Form 4
Rock Holdings Inc.
Director10% Owner
Transactions
- Award
Class D common stock
2020-08-14$18.00/sh+800,000$14,400,000→ 800,000 total(indirect: See footnote) - Award
Non-voting common interest units of RKT Holdings, LLC
2020-08-14$18.00/sh−800,000$14,400,000→ 800,000 total(indirect: See footnote)→ Class B common stock and Class A common stock (800,000 underlying)
Holdings
- 1,882,177,661
Class D common stock
- 1,882,177,661
Non-voting common interest units of RKT Holdings, LLC
→ Class B common stock and Class A common stock (1,882,177,661 underlying)
Footnotes (3)
- [F1]Shares of Class D common stock of the Issuer have 10 votes per share but no economic rights (including rights to dividends and distributions upon liquidation) and are issued in an equal amount to the number of non-voting common interest units of RKT Holdings, LLC ("Holdings Units") held.
- [F2]Pursuant to the terms of the Exchange Agreement, dated as of August 5, 2020, by and among the Issuer, RKT Holdings, LLC, Rock Holdings Inc. ("RHI"), Daniel Gilbert and the holders of Holding Units and shares of Class C common stock or Class D common stock from time to time party thereto (the "Exchange Agreement"), Holdings Units, together with a corresponding number of shares of Class D common stock or Class C common stock, may be exchanged for, at the option of the Issuer, (i) shares of Class B common stock or Class A common stock of the Issuer, as applicable, on a one-for-one basis, or (ii) cash from a substantially concurrent public offering or private sale (based on the price of the Class A common stock in such public offering or private sale), subject to customary conversion rate adjustments for stock splits, stock dividends and reclassifications. The exchange rights under the Exchange Agreement do not expire.
- [F3]Reflects 800,000 shares of Class D common stock and Holdings Units issued to a subsidiary of RHI as consideration for the Issuer's previously reported acquisition of Amrock Title Insurance Company, which closed on August 14, 2020.