Initial Statement of Beneficial Ownership (3)
November 01 2016 - 5:53PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
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Gerdes Henrik
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2. Date of Event Requiring Statement (MM/DD/YYYY)
10/27/2016
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3. Issuer Name
and
Ticker or Trading Symbol
Rocket Fuel Inc. [FUEL]
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(Last)
(First)
(Middle)
1900 SEAPORT BLVD
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
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X
___ Officer (give title below)
_____ Other (specify below)
Interim CFO /
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(Street)
REDWOOD CITY, CA 94063
(City)
(State)
(Zip)
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5. 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 Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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36385
(1)
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D
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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. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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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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(2)
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5/18/2026
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Common Stock
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20000.0
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$2.57
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D
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Explanation of Responses:
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(
1)
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26,000 of these shares represent restricted stock units ("RSUs"), which will be settled in common stock upon vesting and vest as follows: (i) for 10,000 of the shares represented by RSUs, one-fourth of such shares vest on September 25, 2015 and one-eighth of such shares vest every six months thereafter, (ii) for another 6,000 of the shares represented by RSUs, one-fourth of such shares vest on April 1, 2016 and one-eighth of such shares vest every six months thereafter and (iii) for the final 10,000 shares represented by RSUs, one-fourth of such shares vest on November 10, 2016 and one-eighth of such shares vest every six months thereafter. Additionally, 6,385 shares were acquired under the Rocket Fuel Inc 2013 Employee Stock Purchase Plan and 4,000 shares were acquired in an open market purchase.
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(
2)
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50% of the shares subject to the option vest and become exercisable on May 18, 2017 and 50% of the shares vest and become exercisable on May 18, 2018.
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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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Gerdes Henrik
1900 SEAPORT BLVD
REDWOOD CITY, CA 94063
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Interim CFO
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Signatures
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/s/ Ken Scully, as attorney-in-fact for Henrik Gerdes
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11/1/2016
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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 5(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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