SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Rizik Matthew
(Last) (First) (Middle)
C/O ROCKET COMPANIES, INC.
1050 WOODWARD AVENUE
(Street)
DETROIT MI 48226
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Rocket Companies, Inc. [ RKT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class L-1 common stock 06/30/2025 A 3,186,005(1)(2)(3) A $0 3,186,005 D
Class L-2 common stock 06/30/2025 A 3,186,005(1)(2)(3) A $0 3,186,005 D
Class A common stock 1,033,184(4) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. 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, by and among Rocket, Rock Holdings Inc. ("RHI"), Eclipse Sub, Inc., Rocket GP, LLC, Daniel Gilbert and RHI II, LLC. Pursuant to the Transaction Agreement, each RHI shareholder, in consideration for its voting common shares of RHI, par value $0.001 per share (the "RHI Shares"), received for each RHI Share 56.54 newly issued shares of Rocket Class L common stock, par value $0.00001 per share (the "Class L Common Stock"), half of which are designated Class L-1 Common Stock, par value $0.00001 per share ("Class L-1 Common Stock"), and half of which are designated Class L-2 Common Stock, par value $0.00001 per share ("Class L-2 Common Stock"). (Cont'd in FN2)
2. (Cont'd from FN1) Subject to certain limited exceptions as provided in Rocket's certificate of incorporation, (i) holders of Class L-1 Common Stock are prohibited from transferring or otherwise disposing of such shares prior to June 30, 2026, and (ii) holders of Class L-2 Common Stock are prohibited from transferring or otherwise disposing of such shares prior to June 30, 2027. Following June 30, 2026, each share of Class L-1 common stock (i) may be converted at any time, at the option of the holder, into one share of Rocket Class A common stock, par value $0.00001 per share ("Class A Common Stock"), and (ii) will automatically convert into one share of Rocket Class A Common Stock immediately prior to any transfer of such share, except for certain permitted transfers that are described in Rocket's certificate of incorporation. (Cont'd in FN3)
3. (Cont'd from FN2) Following June 30, 2027, each share of Class L-2 Common Stock (i) may be converted at any time, at the option of the holder, into one share of Class A Common Stock and (ii) will automatically convert into one share of Rocket Class A Common Stock immediately prior to any transfer of such share, except for certain permitted transfers that are described in Rocket's certificate of incorporation. In addition, upon the later to occur of (A) June 30, 2027 and (B) the date that the outstanding shares of Class L Common Stock no longer represent at least 79% of the total voting power of the issued and outstanding shares of Rocket common stock, all shares of Class L Common Stock will automatically convert to newly issued shares of Class A Common Stock.
4. Reported amount includes 293,574 unvested restricted stock units ("RSUs") granted under the Rocket Companies, Inc. 2020 Omnibus Incentive Plan. Each RSU represents the contingent right to receive one share of Class A common stock of the Issuer for each vested RSU. The RSUs vest in installments in accordance with the terms of the applicable RSU award agreement, subject to the Reporting Person's continued employment on the applicable vesting date.
/s/ Matthew Rizik 07/02/2025
** Signature of Reporting Person Date
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