Filing Details
- Accession Number:
- 0000950142-21-001140
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2021-03-31 18:42:44
- Reporting Period:
- 2021-03-29
- Accepted Time:
- 2021-03-31 18:42:44
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1805284 | Rocket Companies Inc. | RKT | () | MI |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1733664 | Rock Holdings Inc. | 1090 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 D Common Stock | Disposition | 2021-03-29 | 20,200,000 | $0.00 | 1,846,977,661 | No | 4 | D | Direct | |
| Class A Common Stock | Acquisiton | 2021-03-29 | 20,200,000 | $0.00 | 20,200,000 | No | 4 | X | Direct | |
| Class A Common Stock | Disposition | 2021-03-29 | 20,200,000 | $24.75 | 0 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | D | Direct | |
| No | 4 | X | Direct | |
| No | 4 | S | Direct |
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 | Direct | ||
| 20,200,000 | No | 4 | A | Direct | ||
| 0 | No | 4 | X | Direct |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Class D Common Stock | 800,000 | 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 | 800,000 | 800,000 | Indirect |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 800,000 | 800,000 | Indirect |
Footnotes
- 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.
- Pursuant to the terms of the Exchange Agreement, the reporting person 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.
- 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).
- 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.
- Pursuant to Instruction 4(c)(iii), this response has been left blank.
- Directly owned by a wholly-owned subsidiary of RHI.
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