4//SEC Filing
Gilbert Jennifer L. 4
Accession 0000950142-21-001142
CIK 0001805284other
Filed
Mar 30, 8:00 PM ET
Accepted
Mar 31, 6:43 PM ET
Size
26.2 KB
Accession
0000950142-21-001142
Insider Transaction Report
Form 4
Gilbert Jennifer L.
Director10% Owner
Transactions
- Sale
Class A common stock
2021-03-29$24.75/sh−20,200,000$499,950,000→ 0 total(indirect: By Spouse) - Disposition to Issuer
Non-voting common interest units of RKT Holdings, LLC
2021-03-29−20,200,000→ 1,846,977,661 total(indirect: By Spouse)→ Class B common stock and Class A common stock (20,200,000 underlying) - Award
Class B common stock
2021-03-29+20,200,000→ 20,200,000 total(indirect: By Spouse)→ Class A common stock (20,200,000 underlying) - Exercise of In-Money
Class A common stock
2021-03-29+20,200,000→ 20,200,000 total(indirect: By Spouse) - Exercise of In-Money
Class B common stock
2021-03-29−20,200,000→ 0 total(indirect: By Spouse)→ Class A common stock (20,200,000 underlying) - Disposition to Issuer
Class D common stock
2021-03-29−20,200,000→ 1,846,977,661 total(indirect: By Spouse)
Holdings
- 800,000(indirect: By Spouse)
Class D common stock
- 800,000(indirect: By Spouse)
Non-voting common interest units of RKT HoldingsLLC
→ Class B common stock and Class A common stock (800,000 underlying) - 1,101,822(indirect: By Spouse)
Non-voting common interest units of RKT Holdings, LLC
→ Class B common stock and Class A common stock (1,101,822 underlying) - 1,101,822(indirect: By Spouse)
Class D common stock
- 344,231(indirect: By Spouse)
Class A common stock
- 28,334(indirect: By Spouse)
Class A common stock
Footnotes (11)
- [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.
- [F10]Directly owned by entities affiliated with Daniel Gilbert.
- [F11]Directly owned by a wholly-owned subsidiary of RHI. Daniel Gilbert, the spouse of the reporting person, is the majority shareholder of RHI and has voting and dispositive control and beneficial ownership with respect to these shares.
- [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]Pursuant to the terms of the Exchange Agreement, RHI exchanged 20,200,000 of Holding Units and a corresponding number shares of Class D common stock for the same number of shares of Class B common stock.
- [F5]Pursuant to the terms of the Issuer's Certificate of Incorporation, each share of Class B common stock was automatically converted into one share of Class A common stock immediately prior to the Reported Sale (as defined below).
- [F6]These shares were sold in a private transaction (the "Reported Sale"). Rocket Companies' Chairman, Dan Gilbert, the largest investor in RHI, plans to use his portion of the proceeds to help fund his recently announced $500 million commitment to revitalizing Detroit neighborhoods. Following the sale, RHI continues to maintain approximately 93% interest in Rocket Companies.
- [F7]Pursuant to Instruction 4(c)(iii), this response has been left blank.
- [F8]Directly owned by Daniel Gilbert, the spouse of the reporting person.
- [F9]Directly owned by RHI. Daniel Gilbert, the spouse of the reporting person, is the majority shareholder of RHI and has voting and dispositive control and beneficial ownership with respect to the shares of the Issuer's common stock held of record by RHI.
Documents
Issuer
Rocket Companies, Inc.
CIK 0001805284
Entity typeother
Related Parties
1- filerCIK 0001817411
Filing Metadata
- Form type
- 4
- Filed
- Mar 30, 8:00 PM ET
- Accepted
- Mar 31, 6:43 PM ET
- Size
- 26.2 KB