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SECURITIES AND EXCHANGE COMMISSION
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Washington, DC 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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o
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Rule 13d-1(b)
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o
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Rule 13d-1(c)
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x
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Rule 13d-1(d)
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*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 the disclosures provided in a prior cover page.
The information required in 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).
Page 1 of 9 pages
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CUSIP No. 773111109
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13G
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1.
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Names of Reporting Persons
MDV IX, L.P
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
(1)
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware, United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5.
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Sole Voting Power
0 Shares
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6.
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Shared Voting Power
9,295,955 Shares (2)
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7.
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Sole Dispositive Power
0 Shares
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8.
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Shared Dispositive Power
9,295,955 Shares (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
9,295,955 Shares (2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class Represented by Amount in Row 9
20.4% (3)
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12.
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Type of Reporting Person (See Instructions)
PN
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(1) This Schedule 13G is filed by MDV IX, L.P. (“MDV”), Ninth MDV Partners, L.L.C. (“Ninth”), William Ericson, and Jonathan Feiber (collectively, the “Fund Entities”). The Fund Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Shares directly held by MDV. William Ericson and Jonathan Feiber are managing members of Ninth, the general partner of MDV. Each of William Ericson, Jonathan Feiber, and Ninth may be deemed to share voting and dispositive power over the shares held by MDV.
(3) This percentage is calculated based on 45,582,944 shares of the Issuer’s stock outstanding (as of October 31, 2016), as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on November 8, 2016.
Page
2
of 9 pages
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CUSIP No. 773111109
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13G
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1.
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Names of Reporting Persons
Ninth MDV Partners, L.L.C.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
(1)
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware, United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5.
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Sole Voting Power
0 Shares
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6.
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Shared Voting Power
9,295,955 Shares (2)
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7.
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Sole Dispositive Power
0 Shares
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8.
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Shared Dispositive Power
9,295,955 Shares (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
9,295,955 Shares (2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class Represented by Amount in Row 9
20.4% (3)
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12.
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Type of Reporting Person (See Instructions)
OO
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(1) This Schedule 13G is filed by MDV IX, L.P. (“MDV”), Ninth MDV Partners, L.L.C. (“Ninth”), William Ericson, and Jonathan Feiber (collectively, the “Fund Entities”). The Fund Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Shares directly held by MDV. William Ericson and Jonathan Feiber are managing members of Ninth, the general partner of MDV. Each of William Ericson, Jonathan Feiber, and Ninth may be deemed to share voting and dispositive power over the shares held by MDV.
(3) This percentage is calculated based on 45,582,944 shares of the Issuer’s stock outstanding (as of October 31, 2016), as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on November 8, 2016.
Page
3
of 9 pages
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CUSIP No. 773111109
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13G
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1.
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Names of Reporting Persons
William Ericson
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
(1)
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5.
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Sole Voting Power
41,237 Shares (2)
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6.
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Shared Voting Power
9,295,955 Shares (3)
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7.
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Sole Dispositive Power
41,237 Shares (2)
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8.
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Shared Dispositive Power
9,295,955 Shares (3)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
9,337,192 Shares (2)(3)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class Represented by Amount in Row 9
20.5% (4)
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12.
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Type of Reporting Person (See Instructions)
IN
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(1) This Schedule 13G is filed by MDV IX, L.P. (“MDV”), Ninth MDV Partners, L.L.C. (“Ninth”), William Ericson, and Jonathan Feiber (collectively, the “Fund Entities”). The Fund Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Shares subject to options currently exercisable, owned by William Ericson in his individual capacity.
(3) Shares directly held by MDV. William Ericson and Jonathan Feiber are managing members of Ninth, the general partner of MDV. Each of William Ericson, Jonathan Feiber, and Ninth may be deemed to share voting and dispositive power over the shares held by MDV.
(4) This percentage is calculated based on 45,582,944 shares of the Issuer’s stock outstanding (as of October 31, 2016), as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on November 8, 2016.
Page
4
of 9 pages
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CUSIP No. 773111109
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13G
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1.
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Names of Reporting Persons
Jonathan Feiber
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
(1)
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
United States of America
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5.
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Sole Voting Power
0 Shares
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6.
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Shared Voting Power
9,295,955 Shares (2)
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7.
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Sole Dispositive Power
0 Shares
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8.
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Shared Dispositive Power
9,295,955 Shares (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
9,295,955 Shares (2)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class Represented by Amount in Row 9
20.4% (3)
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12.
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Type of Reporting Person (See Instructions)
IN
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(1) This Schedule 13G is filed by MDV IX, L.P. (“MDV”), Ninth MDV Partners, L.L.C. (“Ninth”), William Ericson, and Jonathan Feiber (collectively, the “Fund Entities”). The Fund Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Shares directly held by MDV. William Ericson and Jonathan Feiber are managing members of Ninth, the general partner of MDV. Each of William Ericson, Jonathan Feiber, and Ninth may be deemed to share voting and dispositive power over the shares held by MDV.
(3) This percentage is calculated based on 45,582,944 shares of the Issuer’s stock outstanding (as of October 31, 2016), as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on November 8, 2016.
Page
5
of 9 pages
Introductory Note: This Statement on Schedule 13G is filed on behalf of 1) MDV IX, L.P. (“MDV”), a limited partnership organized under the laws of the State of Delaware; 2) Ninth MDV Partners, L.L.C. (“Ninth”), a limited liability company organized under the laws of the State of Delaware and the General Partner of MDV; 3) William Ericson, a director of the Issuer and a managing member of Ninth; and 4) Jonathan Feiber, a managing member of Ninth; in respect of shares of Common Stock of Rocket Fuel Inc.
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Item 1(a).
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Name of Issuer:
Rocket Fuel Inc.
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
1900 Seaport Blvd., Redwood City, California 94063
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Item 2(a).
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Name of Person Filing:
MDV IX, L.P.
Ninth MDV Partners, L.L.C.
William Ericson
Jonathan Feiber
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Item 2(b).
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Address of Principal Business Office or, if none, Residence:
3000 Sand Hill Road, Bldg. 3, Suite 290, Menlo Park, CA 94025
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Item 2(c).
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Citizenship:
All entities were organized in Delaware. The individuals are all United States citizens.
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Item 2(d).
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Title of Class of Securities:
Common Stock
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Item 2(e).
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CUSIP Number:
773111109
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
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Not applicable.
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Page
6
of 9 pages
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Fund Entities
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Shares Held
Directly
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Sole
Voting
Power
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Shared
Voting
Power
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Sole
Dispositive
Power
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Shared
Dispositive
Power
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Beneficial
Ownership
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Percentage
of Class (2)
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MDV IX, L.P.
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9,295,955
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0
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9,295,955
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0
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9,295,955
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9,295,955
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20.4
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%
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Ninth MDV Partners, L.L.C. (1)
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0
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0
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9,295,955
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0
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9,295,955
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9,295,955
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20.4
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%
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William Ericson (1)
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41,237
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41,237
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9,295,955
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41,237
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9,295,955
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9,337,192
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20.5
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%
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Jonathan Feiber (1)
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0
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0
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9,295,955
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0
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9,295,955
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9,295,955
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20.4
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%
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(1) Ninth MDV Partners, L.L.C. serves as the general partner of MDV IX, L.P. and owns no securities of the Issuer directly. William Ericson and Jonathan Feiber serve as managing members of Ninth MDV Partners, L.L.C. William Ericson is a director of the Issuer and directly owns 41,237 shares of the Issuer’s common stock subject to options currently exercisable. Jonathan Feiber directly owns no shares of the Issuer’s common stock.
(2) This percentage is calculated based on 45,582,944 shares of the Issuer’s stock outstanding (as of October 31, 2016), as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on November 8, 2016.
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Item 5.
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Ownership of 5 Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following
o
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Item 6.
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Ownership of More than 5 Percent on Behalf of Another Person
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
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Item 9.
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Notice of Dissolution of a Group
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Not applicable.
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Item 10.
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Certification
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Not applicable.
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Page
7
of 9 pages
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.
Dated: February 9, 2017
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MDV IX, L.P.
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NINTH MDV PARTNERS, L.L.C.
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By:
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Ninth MDV Partners, L.L.C.,
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By:
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/s/ Jonathan Feiber
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its General Partner
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Name: Jonathan Feiber
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Title: Managing Member
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By:
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/s/ Jonathan Feiber
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Name: Jonathan Feiber
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Title: Managing Member
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/s/ Jonathan Feiber
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/s/ William Ericson
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Jonathan Feiber
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William Ericson
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EXHIBITS
A: Joint Filing Agreement
Page
8
of 9 pages
EXHIBIT A
JOINT FILING AGREEMENT
We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Rocket Fuel Inc. is filed on behalf of each of us.
Dated: February 9, 2017
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MDV IX, L.P.
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NINTH MDV PARTNERS, L.L.C.
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By:
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Ninth MDV Partners, L.L.C.,
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By:
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/s/ Jonathan Feiber
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its General Partner
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Name: Jonathan Feiber
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Title: Managing Member
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By:
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/s/ Jonathan Feiber
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Name: Jonathan Feiber
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Title: Managing Member
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/s/ Jonathan Feiber
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/s/ William Ericson
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Jonathan Feiber
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William Ericson
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Page
9
of 9 pages