Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
The information required in the remainder of this cover page shall not be
deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP No. 77313F106
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Page 1 of 8
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1
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Name of
reporting persons.
Boxer Capital, LLC
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2
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Check the appropriate box if a member
of a group. (See instructions)
(a) ☐ (b) ☒
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3
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SEC use only.
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4
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Citizenship or place of
organization.
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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Sole voting power.
-0-
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6
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Shared voting power.
1,741,051
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7
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Sole dispositive power.
-0-
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8
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Shared dispositive power.
1,741,051
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9
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Aggregate amount beneficially owned by each reporting person.
1,741,051
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10
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Check box if the aggregate amount in
row (9) excludes certain shares (see instructions).
☐
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11
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Percent of class represented by amount
in row (9).
5.3%*
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12
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Type of reporting person
OO
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*
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Based on 33,077,793 shares of Common Stock outstanding (6,805,686 shares outstanding as of November 8, 2017, as set forth in the Issuer’s Current Report on Form
8-K
that
was filed with the Securities and Exchange Commission on January 5, 2018 (the “January 2018
8-K”),
after giving effect to the
1-for-4
reverse stock split effective on January 4, 2018, plus 26,272,107 shares of Common Stock issued pursuant to the Issuer’s merger agreement as described
in the January 2018
8-K).
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CUSIP No. 77313F106
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Page 2 of 8
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1
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Name of
reporting persons.
Boxer Asset Management Inc.
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2
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Check the appropriate box if a member
of a group. (See instructions)
(a) ☐ (b) ☒
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3
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SEC use only.
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4
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Citizenship or place of
organization.
Bahamas
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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Sole voting power.
-0-
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6
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Shared voting power.
1,741,051
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7
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Sole dispositive power.
-0-
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8
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Shared dispositive power.
1,741,051
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9
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Aggregate amount beneficially owned by each reporting person.
1,741,051
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10
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Check box if the aggregate amount in
row (9) excludes certain shares (see instructions).
☐
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11
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Percent of class represented by amount
in row (9).
5.3%*
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12
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Type of reporting person
CO
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*
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Based on 33,077,793 shares of Common Stock outstanding (6,805,686 shares outstanding as of November 8, 2017, as set forth in the Issuer’s Current Report on Form
8-K
that
was filed with the Securities and Exchange Commission on January 5, 2018 (the “January 2018
8-K”),
after giving effect to the
1-for-4
reverse stock split effective on January 4, 2018, plus 26,272,107 shares of Common Stock issued pursuant to the Issuer’s merger agreement as described
in the January 2018
8-K).
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CUSIP No. 77313F106
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Page 3 of 8
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1
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Name of
reporting persons.
MVA Investors, LLC
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2
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Check the appropriate box if a member
of a group. (See instructions)
(a) ☐ (b) ☒
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3
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SEC use only.
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4
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Citizenship or place of
organization.
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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Sole voting power.
182,844
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6
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Shared voting power.
-0-
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7
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Sole dispositive power.
182,844
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8
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Shared dispositive power.
-0-
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9
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Aggregate amount beneficially owned by each reporting person.
182,844
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10
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Check box if the aggregate amount in
row (9) excludes certain shares (see instructions).
☐
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11
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Percent of class represented by amount
in row (9).
0.5%*
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12
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Type of reporting person
OO
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*
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Based on 33,077,793 shares of Common Stock outstanding (6,805,686 shares outstanding as of November 8, 2017, as set forth in the Issuer’s Current Report on Form
8-K
that
was filed with the Securities and Exchange Commission on January 5, 2018 (the “January 2018
8-K”),
after giving effect to the
1-for-4
reverse stock split effective on January 4, 2018, plus 26,272,107 shares of Common Stock issued pursuant to the Issuer’s merger agreement as described
in the January 2018
8-K).
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CUSIP No. 77313F106
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Page 4 of 8
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1
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Name of
reporting persons.
Joe Lewis
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2
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Check the appropriate box if a member
of a group. (See instructions)
(a) ☐ (b) ☒
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3
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SEC use only.
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4
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Citizenship or place of
organization.
United Kingdom
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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Sole voting power.
-0-
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6
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Shared voting power.
1,741,051
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7
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Sole dispositive power.
-0-
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8
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Shared dispositive power.
1,741,051
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9
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Aggregate amount beneficially owned by each reporting person.
1,741,051
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10
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Check box if the aggregate amount in
row (9) excludes certain shares (see instructions).
☐
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11
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Percent of class represented by amount
in row (9).
5.3%*
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12
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Type of reporting person
IN
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*
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Based on 33,077,793 shares of Common Stock outstanding (6,805,686 shares outstanding as of November 8, 2017, as set forth in the Issuer’s Current Report on Form
8-K
that
was filed with the Securities and Exchange Commission on January 5, 2018 (the “January 2018
8-K”),
after giving effect to the
1-for-4
reverse stock split effective on January 4, 2018, plus 26,272,107 shares of Common Stock issued pursuant to the Issuer’s merger agreement as described
in the January 2018
8-K).
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Item 1(a).
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Name of Issuer:
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Rocket Pharmaceuticals, Inc. (the “Issuer”)
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
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430 East 29th Street, Suite 1040
New York, New York 10016
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Item 2(a).
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Name of Person Filing:
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This Schedule 13G is jointly filed by Boxer Capital, LLC
(“Boxer Capital”), Boxer Asset Management Inc. (“Boxer Management”), MVA Investors, LLC (“MVA Investors”) and Joe Lewis (together with Boxer Capital, Boxer Management and MVA Investors, the “Reporting
Persons”). Boxer Management is the managing member and majority owner of Boxer Capital. Joe Lewis is the sole indirect beneficial owner of and controls Boxer Management. MVA Investors is the independent, personal investment vehicle of
certain employees of Boxer Capital, and is controlled by employees of Boxer Capital that are members of MVA Investors. As such, MVA Investors is not controlled by any of the other Reporting Persons.
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Item 2(b).
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Address of Principal Business Office, or, if none, Residence:
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The principal business
address of Boxer Capital and MVA Investors is: 11682 El Camino Real, Suite 320, San Diego, CA 92130. The principal business address of Boxer Management and Joe Lewis is: Cay House, EP Taylor Drive N7776, Lyford Cay, New Providence, Bahamas.
Boxer Capital is a limited liability company organized under the laws of
Delaware. Boxer Management is a corporation organized under the laws of the Bahamas. Joe Lewis is a citizen of the United Kingdom. MVA Investors is a limited liability company organized under the laws of Delaware.
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Item 2(d).
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Title of Class of Securities:
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Common Stock, par value $0.01 per share (the
“Common Stock”).
77313F106
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Item 3.
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If this statement is filed pursuant to Rule
13d-1(b),
or
13d-2(b)
or (c), check whether the person filing is a:
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Not applicable.
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(a)
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Amount beneficially owned:
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Boxer Capital, Boxer Management and Joe Lewis beneficially own
1,741,051* shares of Common Stock. MVA Investors beneficially owns 182,844* shares of Common Stock.
The shares of Common Stock beneficially owned by Boxer Capital, Boxer
Management and Joe Lewis represent 5.3%* of the Issuer’s outstanding shares of Common Stock. The shares of Common Stock beneficially owned by MVA Investors represent 0.5%* of the Issuer’s outstanding shares of Common Stock.
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote:
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MVA Investors has the sole power to vote or to direct
the vote of the 182,844 shares of Common Stock it beneficially owns.
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(ii)
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Shared power to vote or to direct the vote:
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Boxer Capital, Boxer Management and Joe Lewis
have shared power to vote or to direct the vote of the 1,741,051* shares of Common Stock they beneficially own.
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(iii)
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Sole power to dispose or to direct the disposition of:
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MVA Investors has the sole power to
dispose or to direct the disposition of the 182,844 shares of Common Stock it beneficially owns.
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(iv)
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Shared power to dispose or to direct the disposition of:
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Boxer Capital, Boxer Management and
Joe Lewis have shared power to dispose or to direct the disposition of the 1,741,051* shares of Common Stock they beneficially own.
* The
Reporting Persons may be deemed to beneficially own 1,923,895 shares of Common Stock in the aggregate which constitute approximately 5.8% of the Issuer’s outstanding shares of Common Stock based on 33,077,793 shares of Common Stock outstanding
(6,805,686 shares outstanding as of November 8, 2017, as set forth in the Issuer’s Current Report on Form
8-K
that was filed with the Securities and Exchange Commission on January 5, 2018 (the
“January 2018
8-K”),
after giving effect to the
1-for-4
reverse stock split effective on January 4, 2018, plus
26,272,107 shares of Common Stock issued pursuant to the Issuer’s merger agreement as described in the January 2018
8-K).
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Item 5.
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Ownership of Five Percent or Less of a Class.
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Not applicable.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Only Boxer Capital has
the right to receive dividends and the proceeds from the sale of the shares of Common Stock held by Boxer Capital. Only MVA Investors has the right to receive dividends and the proceeds from sale of the shares of Common Stock held by MVA Investors.
See Item 4 above.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
(c) By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §
240.14a-11.
Exhibits
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1
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Joint Filing Agreement, dated January 19, 2018, among the Reporting Persons.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
January 19, 2018
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BOXER CAPITAL, LLC
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By:
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/s/ Aaron I. Davis
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Name:
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Aaron I. Davis
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Title:
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Authorized Signatory
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BOXER ASSET MANAGEMENT INC.
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By:
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/s/ Jason Callender
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Name:
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Jason Callender
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Title:
|
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Director
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MVA INVESTORS, LLC
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By:
|
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/s/ Aaron I. Davis
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Name:
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Aaron I. Davis
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Title:
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Authorized Signatory
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JOSEPH C. LEWIS
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/s/ Joseph C. Lewis
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Joseph C. Lewis, Individually
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