4//SEC Filing
Rock Holdings Inc. 4
Accession 0000950142-25-001818
CIK 0001805284other
Filed
Jul 1, 8:00 PM ET
Accepted
Jul 2, 6:09 PM ET
Size
13.3 KB
Accession
0000950142-25-001818
Insider Transaction Report
Form 4
Rock Holdings Inc.
Director10% Owner
Transactions
- Disposition to Issuer
Class D common stock
2025-06-30−1,846,977,661→ 0 total - Disposition to Issuer
Non-voting common interest units of Rocket LP
2025-06-30−1,846,977,661→ 0 total→ Class B common stock and Class A common stock (1,846,977,661 underlying) - 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) - Disposition to Issuer
Class D common stock
2025-06-30−800,000→ 0 total(indirect: See footnote)
Footnotes (3)
- [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"). Following the Up-C Collapse, RHI no longer holds any securities of the Issuer.
- [F2]Directly owned by a wholly-owned subsidiary of RHI. Following the Up-C Collapse, this entity no longer holds any securities of the Issuer.
- [F3]Pursuant to the terms of the Exchange Agreement, dated as of August 5, 2020, by and among the Issuer, Rocket Limited Partnership (as successor in interest to Rocket, LLC) ("Rocket LP"), 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
IncorporatedMI
Related Parties
1- filerCIK 0001733664
Filing Metadata
- Form type
- 4
- Filed
- Jul 1, 8:00 PM ET
- Accepted
- Jul 2, 6:09 PM ET
- Size
- 13.3 KB