FORM 4
[ X ] 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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Wootton Emmett Randolph III 		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)
Chief Executive Officer
(Last)          (First)          (Middle)

2000 SEAPORT BLVD., SUITE 400 		3. Date of Earliest Transaction (MM/DD/YYYY)

9/6/2017
(Street)

REDWOOD CITY, CA 94063
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   9/6/2017     D    273371   (1) (2) D   (3) (4) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 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
Employee Stock Option (right to buy)   $9.68   9/6/2017     D         15000      (5) 3/25/2025   Common Stock   15000   $0.00   0   D    
Employee Stock Option (right to buy)   $8.75   9/6/2017     D         37500      (5) 4/28/2025   Common Stock   37500   $0.00   0   D    
Employee Stock Option (right to buy)   $3.49   9/6/2017     D         500000      (5) 1/1/2026   Common Stock   500000   $0.00   0   D    
Employee Stock Option (right to buy)   $3.49   9/6/2017     D         234563      (5) 3/10/2026   Common Stock   234563   $0.00   0   D    
Employee Stock Option (right to buy)   $2.31   9/6/2017     D         230000      (5) 2/7/2027   Common Stock   230000   $0.00   0   D    
Performance Stock Units     (6) 9/6/2017     D         230000      (6) 2/7/2020   Common Stock   230000   $0.00   0   D    

Explanation of Responses:
(1)  Includes 3,000 shares acquired under the Rocket Fuel Inc. 2013 Employee Stock Purchase Plan on 5/31/2017.
(2)  Includes 3,000 shares acquired under the Rocket Fuel Inc. 2013 Employee Stock Purchase Plan on 8/21/2017.
(3)  Each outstanding share of the common stock of the Issuer was converted into the right to receive $2.60 per share in cash, as described in the Merger Agreement.
(4)  Certain of these securities were restricted stock units ("RSUs") that represented the Reporting Person's right to receive common stock shares of the Issuer. The RSUs were either (1) cancelled and converted automatically into the right to receive $2.60 per share in cash, (2) cancelled without any cash payment or other consideration, or (3) assumed and converted automatically into the right to receive $2.60 per share in cash, as described in the Merger Agreement.
(5)  Each outstanding option of the Issuer was either (1) cancelled and converted automatically into the right to receive $2.60 per share in cash, (2) cancelled without any cash payment or other consideration, or (3) assumed and converted automatically into the right to receive $2.60 per share in cash, as described in the Merger Agreement.
(6)  These performance stock units ("PSUs") represented the Reporting Person's right to receive shares of common stock of the Issuer upon the satisfaction or attainment of certain performance milestones. The PSUs were (1) cancelled and converted automatically into the right to receive $2.60 per share in cash with respect to 115,000 shares, and (2) cancelled without any cash payment or other consideration for the remainder, as described in the Merger Agreement.

Remarks:
This Form 4 reports securities disposed pursuant to the terms of an Agreement and Plan of Merger dated as of July 17, 2017 (the "Merger Agreement"), a copy of which is filed as Exhibit 2.1 to the Issuer's Form 8-K filed with the SEC on July 18, 2017, and by which the Issuer became a wholly-owned subsidiary (the "Merger") of Sizmek Inc. ("Parent").

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Wootton Emmett Randolph III
2000 SEAPORT BLVD., SUITE 400
REDWOOD CITY, CA 94063 		X
Chief Executive Officer

Signatures
/s/ Jeff Mitchell, as Attorney-in-Fact 9/6/2017
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
ROCKET FUEL INC. (NASDAQ:FUEL)
Historical Stock Chart
From Jan 2025 to Feb 2025 Click Here for more ROCKET FUEL INC. Charts.
ROCKET FUEL INC. (NASDAQ:FUEL)
Historical Stock Chart
From Feb 2024 to Feb 2025 Click Here for more ROCKET FUEL INC. Charts.