4//SEC Filing
Rock Holdings Inc. 4
Accession 0000950142-20-002210
CIK 0001805284other
Filed
Sep 10, 8:00 PM ET
Accepted
Sep 11, 6:03 PM ET
Size
12.5 KB
Accession
0000950142-20-002210
Insider Transaction Report
Form 4
Rock Holdings Inc.
Director10% Owner
Transactions
- Disposition to Issuer
Non-voting common interest units of RKT Holdings, LLC
2020-09-09−15,000,000→ 1,867,177,661 total→ Class B common stock and Class A common stock (15,000,000 underlying) - Disposition to Issuer
Class D common stock
2020-09-09−15,000,000→ 1,867,177,661 total
Holdings
- 800,000(indirect: See footnote)
Non-voting common interest units of RKT Holdings, LLC
→ Class B common stock and Class A common stock (800,000 underlying) - 800,000(indirect: See footnote)
Class D common stock
Footnotes (5)
- [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]Pursuant to the terms of the Issuer's Certificate of Incorporation, each share of the Issuer's Class B common stock will automatically convert into one share of Class A common stock, and each share of the Issuer's Class D common stock will automatically convert into one share of our Class C common stock, (i) at the option of the holder, (ii) immediately prior to any transfer of such share except for certain transfers described in the Issuer's Certificate of Incorporation and (iii) if the reporting person and its permitted transferees own less than 10% of the Issuer's issued and outstanding common stock.
- [F4]The Issuer sold an additional 15,000,000 shares of Class A common stock of the Issuer, pursuant to the underwriters' exercise in full of the over-allotment option the Issuer granted to the underwriters in connection with its recently closed initial public offering of 100,000,000 shares of Class A common stock. The Issuer used the net proceeds from the offering of the additional 15,000,000 shares of Class A common stock to purchase an equal number of Holdings Units and corresponding shares of Class D common stock from RHI in a transaction exempt under Rule 16b-3. The purchase price per Holdings Unit and share of Class D common stock was $17.59 (the offering price per share to the public of $18.00 per share minus the underwriting discount and commissions).
- [F5]Directly owned by a wholly-owned subsidiary of RHI.
Documents
Issuer
Rocket Companies, Inc.
CIK 0001805284
Entity typeother
IncorporatedMI
Related Parties
1- filerCIK 0001733664
Filing Metadata
- Form type
- 4
- Filed
- Sep 10, 8:00 PM ET
- Accepted
- Sep 11, 6:03 PM ET
- Size
- 12.5 KB