Filing Details

Accession Number:
0000950142-20-001950
Form Type:
4
Zero Holdings:
No
Publication Time:
2020-08-07 20:11:21
Reporting Period:
2020-08-05
Accepted Time:
2020-08-07 20:11:21
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1805284 Rocket Companies Inc. RKT () 4
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1569007 B Daniel Gilbert C/o Rocket Companies, Inc.
1050 Woodward Avenue
Detroit MI 48226
Yes No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class A Common Stock Acquisiton 2020-08-05 28,334 $18.00 28,334 No 4 P Direct
Class A Common Stock Acquisiton 2020-08-05 344,231 $18.00 344,231 No 4 P Indirect By affiliated entities
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Direct
No 4 P Indirect By affiliated entities
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Class D Common Stock 1,101,822 Direct
Class D Common Stock 1,982,177,661 Indirect See footnote
Reported Derivative Holdings
Sec. Name Sec. Type Price Date Expiration Date Amount Remaning Holdings Nature of Ownership
Class B Common Stock And Class A Common Stock Non-voting common interest units of RKT Holdings, LLC $0.00 1,101,822 1,101,822 Direct
Class B Common Stock And Class A Common Stock Non-voting common interest units of RKT Holdings, LLC $0.00 1,982,177,661 1,982,177,661 Indirect
Expiration Date Amount Remaning Holdings Nature of Ownership
1,101,822 1,101,822 Direct
1,982,177,661 1,982,177,661 Indirect
Footnotes
  1. 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.
  2. 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.
  3. 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.
  4. 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.