4//SEC Filing
Gilbert Jennifer L. 4
Accession 0000950142-25-001815
CIK 0001805284other
Filed
Jul 1, 8:00 PM ET
Accepted
Jul 2, 6:03 PM ET
Size
23.9 KB
Accession
0000950142-25-001815
Insider Transaction Report
Form 4
Gilbert Jennifer L.
Director10% Owner
Transactions
- Disposition to Issuer
Class D common stock
2025-06-30−1,101,822→ 0 total(indirect: See footnote) - Disposition to Issuer
Non-voting common interest units of Rocket LP
2025-06-30−1,101,822→ 0 total(indirect: See footnote)→ Class B common stock and Class A common stock (1,101,822 underlying) - Disposition to Issuer
Non-voting common interest units of Rocket LP
2025-06-30−1,846,977,661→ 0 total(indirect: See footnote)→ Class B common stock and Class A common stock (1,846,977,661 underlying) - Award
Class L-2 common stock
2025-06-30+157,027,693→ 157,027,693 total - Disposition to Issuer
Class D common stock
2025-06-30−1,846,977,661→ 0 total(indirect: See footnote) - Disposition to Issuer
Class D common stock
2025-06-30−800,000→ 0 total(indirect: See footnote) - Award
Class L-1 common stock
2025-06-30+157,027,692→ 157,027,692 total - Disposition to Issuer
Non-voting common interest units of Rocket LP
2025-06-30−800,000→ 0 total(indirect: See footnote)→ Class B common stock and Class A common stock (800,000 underlying)
Footnotes (7)
- [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]Represents shares directly owned by Daniel Gilbert. Pursuant to the Transaction Agreement, Daniel Gilbert contributed and transferred to Rocket his shares of Rocket Class D common stock, par value $0.00001 per share ("Class D Common Stock") and corresponding non-voting common interest units of Rocket Limited Partnership (as successsor in interest to Rocket, LLC) ("Rocket LP") and received shares of Class L Common Stock on a one-to-one basis.
- [F5]Directly owned by RHI. Prior to the Up-C Collapse, Daniel Gilbert was the majority shareholder of RHI and had voting and dispositive control and beneficial ownership with respect to the shares of Rocket's common stock held of record by RHI. Following the Up-C Collapse, RHI no longer holds any securities of the Issuer.
- [F6]Directly owned by a wholly-owned subsidiary of RHI. Prior to the Up-C Collapse, Dan Gilbert was the majority shareholder of RHI and had voting and dispositive control and beneficial ownership with respect to these shares. Following the Up-C Collapse, this entity no longer holds any securities of the Issuer.
- [F7]Pursuant to the terms of the Exchange Agreement, dated as of August 5, 2020, by and among the Issuer, 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, could 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 Agreement was terminated as part of the Up-C Collapse.
Documents
Issuer
Rocket Companies, Inc.
CIK 0001805284
Entity typeother
Related Parties
1- filerCIK 0001817411
Filing Metadata
- Form type
- 4
- Filed
- Jul 1, 8:00 PM ET
- Accepted
- Jul 2, 6:03 PM ET
- Size
- 23.9 KB