4//SEC Filing
Banfield William D. 4
Accession 0000950142-25-001811
CIK 0001805284other
Filed
Jul 1, 8:00 PM ET
Accepted
Jul 2, 5:50 PM ET
Size
10.1 KB
Accession
0000950142-25-001811
Insider Transaction Report
Form 4
Banfield William D.
Chief Business Officer
Transactions
- Award
Class L-1 common stock
2025-06-30+2,826,979→ 2,826,979 total - Award
Class L-2 common stock
2025-06-30+2,826,979→ 2,826,979 total
Holdings
- 655,821
Class A common stock
Footnotes (4)
- [F1]On June 30, 2025, Rocket Companies, Inc. ("Rocket") completed the collapse of its "Up-C" structure (the "Up-C Collapse") pursuant to the Transaction Agreement, by and among Rocket, Rock Holdings Inc. ("RHI"), Eclipse Sub, Inc., Rocket GP, LLC, Daniel Gilbert and RHI II, LLC. Pursuant to the Transaction Agreement, each RHI shareholder, in consideration for its voting common shares of RHI, par value $0.001 per share (the "RHI Shares"), received for each RHI Share 56.54 newly issued shares of Rocket Class L common stock, par value $0.00001 per share (the "Class L Common Stock"), half of which are designated Class L-1 Common Stock, par value $0.00001 per share ("Class L-1 Common Stock"), and half of which are designated Class L-2 Common Stock, par value $0.00001 per share ("Class L-2 Common Stock"). (Cont'd in FN2)
- [F2](Cont'd from FN1) Subject to certain limited exceptions as provided in Rocket's certificate of incorporation, (i) holders of Class L-1 Common Stock are prohibited from transferring or otherwise disposing of such shares prior to June 30, 2026, and (ii) holders of Class L-2 Common Stock are prohibited from transferring or otherwise disposing of such shares prior to June 30, 2027. Following June 30, 2026, each share of Class L-1 common stock (i) may be converted at any time, at the option of the holder, into one share of Rocket Class A common stock, par value $0.00001 per share ("Class A Common Stock"), and (ii) will automatically convert into one share of Rocket Class A Common Stock immediately prior to any transfer of such share, except for certain permitted transfers that are described in Rocket's certificate of incorporation. (Cont'd in FN3)
- [F3](Cont'd from FN2) Following June 30, 2027, each share of Class L-2 Common Stock (i) may be converted at any time, at the option of the holder, into one share of Class A Common Stock and (ii) will automatically convert into one share of Rocket Class A Common Stock immediately prior to any transfer of such share, except for certain permitted transfers that are described in Rocket's certificate of incorporation. In addition, upon the later to occur of (A) June 30, 2027 and (B) the date that the outstanding shares of Class L Common Stock no longer represent at least 79% of the total voting power of the issued and outstanding shares of Rocket common stock, all shares of Class L Common Stock will automatically convert to newly issued shares of Class A Common Stock.
- [F4]Reported amount includes 419,948 unvested restricted stock units ("RSUs") granted under the Rocket Companies, Inc. 2020 Omnibus Incentive Plan. Each RSU represents the contingent right to receive one share of Class A common stock of the Issuer for each vested RSU. The RSUs vest in installments in accordance with the terms of the applicable RSU award agreement, subject to the Reporting Person's continued employment on the applicable vesting date.
Documents
Issuer
Rocket Companies, Inc.
CIK 0001805284
Entity typeother
Related Parties
1- filerCIK 0002028108
Filing Metadata
- Form type
- 4
- Filed
- Jul 1, 8:00 PM ET
- Accepted
- Jul 2, 5:50 PM ET
- Size
- 10.1 KB