FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Wilson Martin
  2. Issuer Name and Ticker or Trading Symbol
ROCKET PHARMACEUTICALS, INC. [RCKT] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
General Counsel
(Last)
(First)
(Middle)
C/O ROCKET PHARMACEUTICALS, INC., 9 CEDARBROOK DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
05/14/2024
(Street)

CRANBURY, NJ 08512		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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
Common Stock (1) 05/14/2024   M   2,420 A $ 0 21,100 D  
Common Stock (2) (3) 08/12/2022   J(2)   28,763 A $ 0 49,863 D  
Common Stock (1) (2) 02/14/2023   J(2)   16,947 A $ 0 66,810 D  
Common Stock 05/16/2024   S(4)   1,048 D $ 23.35 65,762 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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
Restricted Stock Units (1) (5) 05/14/2024   M     2,420   (1)   (1) Common Stock 2,420 $ 0 16,947 D  
Restricted Stock Units (2) (3) (5) 08/12/2022   J(2)     28,763   (3)   (3) Common Stock 28,763 $ 0 0 D  
Restricted Stock Units (1) (2) (5) 02/14/2023   J(2)     16,947   (1)   (1) Common Stock 16,947 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Wilson Martin
C/O ROCKET PHARMACEUTICALS, INC.
9 CEDARBROOK DRIVE
CRANBURY, NJ 08512		       General Counsel  

Signatures

 /s/ Martin Louis Wilson   05/20/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents RSUs initially granted on February 14, 2023. One-third (1/3) of such RSUs vest upon the one-year anniversary of the grant, with the remaining shares vesting in equal quarterly installments over the following two years.
(2) Represents Restricted Stock Units ("RSUs") that are settled in shares of common stock on a one-for-one basis upon vesting. These RSUs were initially reported on Table II and, in accordance with SEC guidance, are now being reported on Table I. This Form 4 updates the filing history of the Reporting Person to include such RSUs on Table I and does not reflect the award of new RSUs.
(3) Represents RSUs initially granted on August 12, 2022, which vest in full on August 12, 2025.
(4) The shares of common stock were sold by the Reporting Person in order to pay tax withholding obligations in connection with the vesting of RSUs.
(5) Each RSU represents a contingent right to receive one share of the Issuer's common stock.

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