Rocket Companies, Inc.
9.90%
15,125,609
1805284
77311W101
May 8, 2025
May 15, 2025, 04:31 PM
Reporting Persons (7)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| VA Partners I, LLC | Other | 9.90% | 15,125,609 | 0 | 15,125,609 |
| ValueAct Capital Master Fund, L.P. | Partnership | 9.90% | 15,125,609 | 0 | 15,125,609 |
| ValueAct Capital Management, L.P. | Partnership | 9.90% | 15,125,609 | 0 | 15,125,609 |
| ValueAct Capital Management, LLC | Other | 9.90% | 15,125,609 | 0 | 15,125,609 |
| ValueAct Holdings, L.P. | Partnership | 9.90% | 15,125,609 | 0 | 15,125,609 |
| ValueAct Holdings II, L.P. | Partnership | 9.90% | 15,125,609 | 0 | 15,125,609 |
| ValueAct Holdings GP, LLC | Other | 9.90% | 15,125,609 | 0 | 15,125,609 |
Disclosure Items (7)
Class A Common Stock
Rocket Companies, Inc.
1050 WOODWARD AVENUE, DETROIT, MI, 48226
This statement is filed jointly by (a) ValueAct Capital Master Fund, L.P. ("ValueAct Master Fund"), (b) VA Partners I, LLC ("VA Partners I"), (c) ValueAct Capital Management, L.P. ("ValueAct Management L.P."), (d) ValueAct Capital Management, LLC ("ValueAct Management LLC"), (e) ValueAct Holdings, L.P. ("ValueAct Holdings"), (f) ValueAct Holdings II, L.P. ("ValueAct Holdings II"), and (g) ValueAct Holdings GP, LLC ("ValueAct Holdings GP") (collectively, the "Reporting Persons").
The address of the principal business and principal office of each of the Reporting Persons is One Letterman Drive, Building D, Fourth Floor, San Francisco, CA 94129.
ValueAct Master Fund is a limited partnership organized under the laws of the British Virgin Islands. VA Partners I is a Delaware limited liability company, the principal business of which is to serve as the General Partner to ValueAct Master Fund. ValueAct Management L.P. is a Delaware limited partnership which renders management services to ValueAct Master Fund. ValueAct Management LLC is a Delaware limited liability company, the principal business of which is to serve as the General Partner to ValueAct Management L.P. ValueAct Holdings is a Delaware limited partnership and is the majority owner of the membership interests of VA Partners I. ValueAct Holdings II is the sole owner of the limited partnership interests of ValueAct Management L.P. and the membership interests of ValueAct Management LLC. ValueAct Holdings GP is a Delaware limited liability company, the principal business of which is to serve as the General Partner to ValueAct Holdings and ValueAct Holdings II.
None of the entities or persons identified in this Item 2 has during the past five years been a party to a civil proceeding of a judicial or administrative body of competent judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
The response to Item 2(c) is incorporated herein by reference.
The source of funds used for the purchase of the Issuer's securities was the working capital of ValueAct Master Fund. The aggregate purchase price of the Common Stock beneficially owned by the ValueAct Master Fund is approximately $187,078,008.14.
Set forth below is the beneficial ownership of shares of Common Stock of the Issuer for each person named in Item 2. Shares reported as beneficially owned by ValueAct Master Fund are also reported as beneficially owned by (i) ValueAct Management L.P. as the manager of each such investment partnership, (ii) ValueAct Management LLC, as General Partner of ValueAct Management L.P., (iii) ValueAct Holdings, as the majority owner of the membership interests of VA Partners I, (iv) ValueAct Holdings II, as the sole owner of the limited partnership interests of ValueAct Management L.P. and the membership interests of ValueAct Management LLC, and (v) ValueAct Holdings GP, as General Partner of ValueAct Holdings and ValueAct Holdings II. Shares reported as beneficially owned by ValueAct Master Fund are also reported as beneficially owned by VA Partners I, as General Partner of ValueAct Master Fund. VA Partners I, ValueAct Management L.P., ValueAct Management LLC, ValueAct Holdings, ValueAct Holdings II, and ValueAct Holdings GP also, directly or indirectly, may own interests in one or more than one of the partnerships from time to time. Unless otherwise indicated below, by reason of such relationship ValueAct Master Fund is reported as having shared power to vote or to direct the vote, and shared power to dispose or direct the disposition of, such shares of Common Stock, with VA Partners I (only with respect to ValueAct Master Fund), ValueAct Management L.P., ValueAct Management LLC, ValueAct Holdings, ValueAct Holdings II, and ValueAct Holdings GP. As of the date hereof, the Reporting Persons may be deemed to be the beneficial owner of 15,125,609 shares of Common Stock, representing approximately 9.9% of the Issuer's outstanding Common Stock. All percentages set forth in this Schedule 13D are based upon the Issuer's reported 151,272,632 shares outstanding shares of Common Stock as of May 2, 2025 as reported in the Issuer's Form 10-Q for the fiscal period ended March 31, 2025.
The response to Item 5(a) is incorporated herein by reference.
Information concerning transactions in the Common Stock of the Issuer effected by the Reporting Persons during the past sixty days is set forth in Exhibit 1 attached hereto and is incorporated herein by reference.
Not applicable.
Not applicable.
The responses to Items 3, 4, 5 and 7 of this Schedule 13D are incorporated herein by reference. Other than as described in this Report, the Reporting Persons have no understandings, arrangements, relationships or contracts relating to the Issuer's Common Stock which are required to be described hereunder.
Exhibit 1: Transactions in Securities of the Issuer Exhibit 2: Joint Filing Undertaking Exhibit 3: Power of Attorney