Filing Details

Accession Number:
0000950142-21-001142
Form Type:
4
Zero Holdings:
No
Publication Time:
2021-03-31 18:43:16
Reporting Period:
2021-03-29
Accepted Time:
2021-03-31 18:43:16
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1805284 Rocket Companies Inc. RKT Mortgage Bankers & Loan Correspondents (6162) 844946470
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1817411 L. Jennifer Gilbert C/o Rocket Companies, Inc.
1050 Woodward Avenue
Detroit MI 48226
Yes No No 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 D Common Stock Disposition 2021-03-29 20,200,000 $0.00 1,846,977,661 No 4 D Indirect By spouse, see footnote
Class A Common Stock Acquisiton 2021-03-29 20,200,000 $0.00 20,200,000 No 4 X Indirect By spouse, see footnote
Class A Common Stock Disposition 2021-03-29 20,200,000 $24.75 0 No 4 S Indirect By spouse, see footnote
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 D Indirect By spouse, see footnote
No 4 X Indirect By spouse, see footnote
No 4 S Indirect By spouse, see footnote
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Class B Common Stock And Class A Common Stock Non-voting common interest units of RKT Holdings, LLC Disposition 2021-03-29 20,200,000 $0.00 20,200,000 $0.00
Class A Common Stock Class B common stock Acquisiton 2021-03-29 20,200,000 $0.00 20,200,000 $0.00
Class A Common Stock Class B common stock Disposition 2021-03-29 20,200,000 $0.00 20,200,000 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
1,846,977,661 No 4 D Indirect
20,200,000 No 4 A Indirect
0 No 4 X Indirect
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Class D Common Stock 800,000 Indirect By spouse, see footnote
Class D Common Stock 1,101,822 Indirect By spouse, see footnote
Class A Common Stock 28,334 Indirect By spouse, see footnote
Class A Common Stock 344,231 Indirect By spouse, 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 HoldingsLLC $0.00 800,000 800,000 Indirect
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 Indirect
Expiration Date Amount Remaning Holdings Nature of Ownership
800,000 800,000 Indirect
1,101,822 1,101,822 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. Pursuant to the terms of the Exchange Agreement, RHI exchanged 20,200,000 of Holding Units and a corresponding number shares of Class D common stock for the same number of shares of Class B common stock.
  5. Pursuant to the terms of the Issuer's Certificate of Incorporation, each share of Class B common stock was automatically converted into one share of Class A common stock immediately prior to the Reported Sale (as defined below).
  6. These shares were sold in a private transaction (the "Reported Sale"). Rocket Companies' Chairman, Dan Gilbert, the largest investor in RHI, plans to use his portion of the proceeds to help fund his recently announced $500 million commitment to revitalizing Detroit neighborhoods. Following the sale, RHI continues to maintain approximately 93% interest in Rocket Companies.
  7. Pursuant to Instruction 4(c)(iii), this response has been left blank.
  8. Directly owned by Daniel Gilbert, the spouse of the reporting person.
  9. Directly owned by RHI. Daniel Gilbert, the spouse of 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.
  10. Directly owned by entities affiliated with Daniel Gilbert.
  11. Directly owned by a wholly-owned subsidiary of RHI. Daniel Gilbert, the spouse of the reporting person, is the majority shareholder of RHI and has voting and dispositive control and beneficial ownership with respect to these shares.