Filing Details
- Accession Number:
- 0000950142-25-001862
- Form Type:
- 13G Filing
- Publication Date:
- 2025-07-07 20:00:00
- Filed By:
- Rock Holdings Inc.
- Company:
- Rocket Companies Inc. (NYSE:RKT)
- Filing Date:
- 2025-07-08
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Beneficially Owned Number of Shares | Beneficially Owned Number of Aggregate Shares | Percent of Class |
|---|---|---|---|
| Rock Holdings Inc. | 0 | 0 | 0% |
Filing
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 2)
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Rocket Companies, Inc. (Name of Issuer) |
Class A common stock, $0.00001 par value (Title of Class of Securities) |
77311W101 (CUSIP Number) |
06/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 77311W101 |
| 1 | Names of Reporting Persons
Rock Holdings Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
MICHIGAN
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Rocket Companies, Inc. | |
| (b) | Address of issuer's principal executive offices:
1050 Woodward Avenue, Detroit, MI 48226 | |
| Item 2. | ||
| (a) | Name of person filing:
This Amendment No. 2 to Schedule 13G ("Amendment No. 2") is filed by Rock Holdings Inc. (the "Reporting Person"). | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of the Reporting Person is 1074 Woodward Avenue, Detroit, MI 48226 | |
| (c) | Citizenship:
The Reporting Person is a Michigan Corporation | |
| (d) | Title of class of securities:
Class A common stock, $0.00001 par value | |
| (e) | CUSIP No.:
77311W101 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The responses of the Reporting Person to Rows 5, 6, 7, 8, 9 and 11 in the cover page to this Amendment No. 2 are incorporated herein by reference.
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, dated March 9, 2025, by and among Rocket, the Reporting Person, Eclipse Sub, Inc., Rocket GP, LLC, Daniel Gilbert and RHI II, LLC (the "Transaction Agreement"). Pursuant to the Transaction Agreement, among others, Rocket acquired the Reporting Person through a series of two mergers, pursuant to which (a) Eclipse Sub, Inc. merged with and into the Reporting Person, with the Reporting Person as the surviving entity, with each holder of common shares of the Reporting Person, par value $0.01 (the "RHI Shares"), receiving a number of shares of newly issued shares of Rocket Class L common stock, par value $0.00001 per share (the "Class L Common Stock") equal to (1) the number of RHI Shares held by such Reporting Person shareholder multiplied by (2) the ratio of the number of shares of Rocket Class D common stock, par value $0.00001 per share, owned by the Reporting Person to the number of all outstanding RHI Shares, which was 56.54 shares of Class L common stock per each RHI Share, and (b) the Reporting Person then merged with and into Rocket GP, LLC, with Rocket GP, LLC as the surviving entity. As a result of the above transactions, the Reporting Person no longer holds any securities of the Rocket. | |
| (b) | Percent of class:
See Item 4(a). | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See Item 4(a). | ||
| (ii) Shared power to vote or to direct the vote:
See Item 4(a). | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Item 4(a). | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Item 4(a). | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
| ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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