Sec Form 13D Filing - Care Capital III LLC filing for ROCKET PHARMACEUTICALS INC. (RCKT) - 2017-08-03

Under the Securities Exchange Act of 1934
(Amendment No. 2)

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on 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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EXPLANATORY NOTE

This Amendment No. 2 to the Schedule 13D amends and supplements the Schedule 13D, filed March 5, 2015 and amended on February 10, 2017 (the “Schedule 13D”), by the Filing Persons (as defined below) relating to the Common Stock, par value $0.0001 per share, of Inotek Pharmaceuticals Corporation, a Delaware corporation (the “Issuer”).  The Issuer is filing this amendment to the Schedule 13D to, among other things, update the disclosures set forth therein to update information regarding the Issuer and include the open market transactions discussed in Item 3 below.

Item 1.                     Security and Issuer

Item 1 is hereby amended and restated as follows:

This Schedule 13D relates to the common stock, par value $0.01 per share, (the “Common Stock”) of Inotek Pharmaceuticals Corporation, a Delaware corporation (the “Issuer”).  The principal executive offices of the Issuer are located at 91 Hartwell Avenue, Suite 105, Lexington, Massachusetts 02421.

Item 3.                     Source and Amount of Funds or Other Consideration

Item 3 is hereby amended to add the following:

During the period from July 24, 2017 through July 28, 2017, Care Capital Investments III L.P. sold 971,524 shares of Issuer’s Common Stock and Care Capital Offshore Investments III LP sold 16,223 shares of Issuer’s Common Stock in open market transactions.

Item 5.                     Interest in Securities of the Issuer

Item 5 is hereby amended and restated as follows:

(a)                                 As more fully described in Item 3 above, (i) Care Investments III is the beneficial owner of 523,164 shares of the Issuer’s Common Stock, representing 2.0% of the Issuer’s shares of Common Stock outstanding and (ii) Care Offshore III is the beneficial owner of 8,736 shares of the Issuer’s Common Stock, representing 0.0% of the Issuer’s shares of Common Stock outstanding.  By virtue of Care Capital III’s status as general partner of Care Investments III and Care Offshore III, Care Capital III may be deemed the beneficial owner of 531,900 shares of the Issuer’s Common Stock held by Care Investments III and Care Offshore III, representing 2.0% of the Issuer’s shares of Common Stock outstanding.

As more fully described in Item 3 above, (i) Care Investments II is the beneficial owner of 0 shares of the Issuer’s Common Stock, representing 0% of the Issuer’s shares of Common Stock outstanding and (ii) Care Offshore II is the beneficial owner of 0 shares of the Issuer’s Common Stock, representing 0% of the Issuer’s shares of Common Stock outstanding.  By virtue of Care Capital II’s status as general partner of Care Investments II and Care Offshore II, Care Capital II may be deemed the beneficial owner of 0 shares of the Issuer’s Common Stock held by Care Investments II and Care Offshore II, representing 0% of the Issuer’s shares of Common Stock outstanding.

The percentage calculations are based upon 26,986,318 shares of Common Stock outstanding as of May 9, 2017 based on information provided by the Issuer.  Each of Care Capital III and Care Capital II disclaims beneficial ownership of the securities referenced in this Schedule 13D, and this report shall not be deemed an admission that either Care Capital III and Care Capital II is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.

(b)                                 By virtue of its status as general partner of Care Investments III and Care Offshore III, Care Capital III may be deemed to share voting and dispositive power with respect to the 523,164 shares of Issuer’s Common Stock beneficially owned by Care Investments III and 8,736 shares of Issuer’s Common Stock beneficially owned by Care Offshore III.  Care Capital III disclaims beneficial ownership of the securities and this repo rt shall not be deemed an admission that Care Capital III is the beneficial owner of such securities for purposes of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.

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(c)                                  During the past sixty days prior to the date hereof, the following transactions occurred:

(d)                                 No person, other than Care Capital III, is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by each of Care Investments III and Care Offshore III and no person, other than Care Capital II, is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by each of Care Investments II and Care Offshore II.

(e)                                  On July 24, 2017, the Filing Persons ceased to be beneficial owners of more than five percent of the Common Stock of the Company.

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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.

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