Rocket Fuel Form 4 Rocket Fuel / Richard A. Frankel ownership change

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).

1. Name and Address of Reporting Person^*

Frankel Richard A.

(Last) (First) (Middle)

1900 SEAPORT BLVD

(Street)

REDWOOD CITY CA 94063

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Rocket Fuel Inc. [ FUEL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
06/10/2016

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

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
Employee Stock Option (right to buy)	$6.58	06/10/2016		D			626,344	(1)	12/04/2022	Common Stock	626,344	(2)	0	D
Employee Stock Option (right to buy)	$11.21	06/10/2016		D			98,250	(3)	03/07/2023	Common Stock	98,250	(4)	0	D
Employee Stock Option (right to buy)	$51.16	06/10/2016		D			92,250	(5)	02/06/2024	Common Stock	92,250	(6)	0	D
Employee Stock Option (right to buy)	$2.23	06/13/2016		A		360,796		(7)	06/13/2023	Common Stock	360,796	(8)	360,796	D

Explanation of Responses:

1. This option provided for the shares subject to the option to vest and become exercisable in equal monthly installments over four years beginning on March 25, 2012.

2. On June 10, 2016, the Issuer canceled, pursuant to the Issuer's option exchange program, an option for 626,344 shares of Rocket Fuel common stock granted to the reporting person on December 4, 2012. In exchange, the reporting person received a replacement option, for 313,172 shares, having an exercise price of $2.23 per share.

3. This option provided for one-fourth of the shares subject to the option to vest and become exercisable on March 1, 2014 and one forty-eighth of the shares to vest and become exercisable monthly thereafter.

4. On June 10, 2016, the Issuer canceled, pursuant to the Issuer's option exchange program, an option for 98,250 shares of Rocket Fuel common stock granted to the reporting person on March 7, 2013. In exchange, the reporting person received a replacement option, for 24,562 shares, having an exercise price of $2.23 per share.

5. This option provided for one-fourth of the shares subject to the option to vest and become exercisable on February 6, 2015 and one forty-eighth of the shares to vest and become exercisable monthly thereafter.

6. On June 10, 2016, the Issuer canceled, pursuant to the Issuer's option exchange program, an option for 92,250 shares of Rocket Fuel common stock granted to the reporting person on February 6, 2014. In exchange, the reporting person received a replacement option, for 23,062 shares, having an exercise price of $2.23 per share.

7. Shares subject to an option that vest and become exercisable in equal monthly installments over three years beginning on June 13, 2016.

8. On June 10, 2016, the Issuer canceled, pursuant to the Issuer's option exchange program, three options totaling 816,844 shares with a weighted average exercise price of $12.17 per share. In exchange, thereporting person received four replacement options, for a total of 360,796 shares, having an exercise price of $2.23 per share.

Remarks:

	/s/ Ken Scully, as attorney-in-fact for Richard A. Frankel	06/20/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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