Statement of Changes in Beneficial Ownership (4)
June 20 2016 - 11:03AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
*
Frankel Richard A.
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2. Issuer Name
and
Ticker or Trading Symbol
Rocket Fuel Inc.
[
FUEL
]
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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
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(Last)
(First)
(Middle)
1900 SEAPORT BLVD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/10/2016
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(Street)
REDWOOD CITY, CA 94063
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (right to buy)
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$6.58
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6/10/2016
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D
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626344
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(1)
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12/4/2022
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Common Stock
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626344.0
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(2)
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0
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D
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Employee Stock Option (right to buy)
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$11.21
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6/10/2016
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D
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98250
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(3)
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3/7/2023
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Common Stock
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98250.0
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(4)
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0
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D
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Employee Stock Option (right to buy)
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$51.16
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6/10/2016
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D
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92250
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(5)
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2/6/2024
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Common Stock
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92250.0
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(6)
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0
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D
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Employee Stock Option (right to buy)
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$2.23
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6/13/2016
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A
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360796
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(7)
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6/13/2023
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Common Stock
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360796.0
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(8)
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360796
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D
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Explanation of Responses:
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(
1)
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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.
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(
2)
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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.
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(
3)
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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.
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(
4)
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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.
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(
5)
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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.
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(
6)
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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.
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(
7)
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Shares subject to an option that vest and become exercisable in equal monthly installments over three years beginning on June 13, 2016.
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(
8)
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Frankel Richard A.
1900 SEAPORT BLVD
REDWOOD CITY, CA 94063
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X
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Executive Vice President
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Signatures
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/s/ Ken Scully, as attorney-in-fact for Richard A. Frankel
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6/20/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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