- Accession Number:
- Form Type:
- Zero Holdings:
- Publication Time:
- 2020-08-07 20:11:21
- Reporting Period:
- Accepted Time:
- 2020-08-07 20:11:21
- SEC Url:
- Form 4 Filing
|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
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||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|
- 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.
- 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.
- 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.
- 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.