0001144204-14-009645.txt : 20140214 0001144204-14-009645.hdr.sgml : 20140214 20140214152339 ACCESSION NUMBER: 0001144204-14-009645 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140214 GROUP MEMBERS: JOHN GARDNER GROUP MEMBERS: N.G. PARTNERS II, L.L.C. GROUP MEMBERS: PAUL ASEL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Rocket Fuel Inc. CENTRAL INDEX KEY: 0001477200 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 300472319 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87954 FILM NUMBER: 14615619 BUSINESS ADDRESS: STREET 1: 350 MARINE PARKWAY STREET 2: SUITE 220 CITY: REDWOOD SHORES STATE: CA ZIP: 94065 BUSINESS PHONE: 650-595-1300 MAIL ADDRESS: STREET 1: 350 MARINE PARKWAY STREET 2: SUITE 220 CITY: REDWOOD SHORES STATE: CA ZIP: 94065 FORMER COMPANY: FORMER CONFORMED NAME: Rocket Fuel, Inc. DATE OF NAME CHANGE: 20091119 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Nokia Growth Partners II, L.P. CENTRAL INDEX KEY: 0001458759 IRS NUMBER: 208850579 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 545 MIDDLEFIELD ROAD STREET 2: SUITE 210 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 6503285508 MAIL ADDRESS: STREET 1: 545 MIDDLEFIELD ROAD STREET 2: SUITE 210 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G 1 v368395_sc13g.htm SC 13G

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

 

(Amendment No. __)*

 

Rocket Fuel Inc.

(Name of Issuer)

 

Common Stock, Par Value US$0.001 Per Share (“Shares”)

(Title of Class of Securities)

 

773111109

(CUSIP Number)

 

December 31, 2013

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1(b)

 

¨Rule 13d-1(c)

 

xRule 13d-1(d)

 

*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 disclosures provided in a prior cover page.

 

The information required on 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 11Pages

Exhibit Index Contained on Page 9

 

 
 

 

CUSIP NO. 773111109 13 G Page  2 of 10

 

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
          Nokia Growth Partners II, L.P. (“NGP II”)
     
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                                                                      (a)        ¨        (b)        x     
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
2,695,208 Shares, except that N.G. Partners II, L.L.C., (“NG Partners II”), the general partner of NGP II, may be deemed to have sole power to vote these Shares, and John Gardner (“Gardner”) and Paul Asel (“Asel”), the managing members of NG Partners II, may be deemed to have shared power to vote these Shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
2,695,208 Shares, except that NG Partners II, the general partner of NGP II, may be deemed to have sole power to dispose of these Shares, and Gardner and Asel, the managing members of NG Partners II, may be deemed to have shared power to dispose of these Shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                         2,695,208
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions)                                                                        ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
                                                                                                                                               7.1%
12 TYPE OF REPORTING PERSON (See Instructions)
                                                                                                                                               PN
 
 

 

CUSIP NO. 773111109 13 G Page  3 of 10

 

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
          N.G. Partners II, L.L.C.
   
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                                                                      (a)        ¨        (b)        x     
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware


NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 5 SOLE VOTING POWER
2,695,208 Shares, all of which are directly owned by NGP II.  NG Partners II, the general partner of NGP II, may be deemed to have sole power to vote these Shares, and Gardner and Asel, the managing members of NG Partners II, may be deemed to have shared power to vote these Shares.
  6 SHARED VOTING POWER
See response to row 5.
  7 SOLE DISPOSITIVE POWER
2,695,208 Shares, all of which are directly owned by NGP II.  NG Partners II, the general partner of NGP II, may be deemed to have sole power to dispose of these Shares, and Gardner and Asel, the managing members of NG Partners II, may be deemed to have shared power to dispose of these Shares.
  8 SHARED DISPOSITIVE POWER
See response to row 7.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                         2,695,208
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions)                                                                        ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
                                                                                                                                              7.1%
12 TYPE OF REPORTING PERSON (See Instructions)
                                                                                                                                               OO

 

 
 

 

CUSIP NO. 773111109 13 G Page  4 of 10

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).

John Gardner

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                                                                      (a)        ¨        (b)        x     
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
          U.S. Citizen


NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING

PERSON

WITH

 5 SOLE VOTING POWER
See response to row 6.
6 SHARED VOTING POWER
2,695,208 Shares all of which are directly owned by NGP II. NG Partners II is the general partner of NGP II, and Gardner, a managing member of NG Partners II, may be deemed to have shared power to vote these Shares.
7 SOLE DISPOSITIVE POWER
See response to row 8.
8 SHARED DISPOSITIVE POWER
2,695,208 Shares all of which are directly owned by NGP II. NG Partners II is the general partner of NGP II, and Gardner, a managing member of NG Partners II, may be deemed to have shared power to dispose of these Shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                         2,695,208
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions)                                                                       ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
                                                                                                                                               7.1%
12 TYPE OF REPORTING PERSON (See Instructions)                                                           IN

 

 
 

 

CUSIP NO. 773111109 13 G Page  5 of 10

 

1

NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).

Paul Asel

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
                                                                                                                      (a)        ¨        (b)        x     
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen


NUMBER OF		 5 SOLE VOTING POWER
See response to row 6.
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 6 SHARED VOTING POWER
2,695,208 Shares all of which are directly owned by NGP II. NG Partners II is the general partner of NGP II, and Asel, a managing member of NG Partners II, may be deemed to have shared power to vote these Shares.
  7 SOLE DISPOSITIVE POWER
See response to row 8.
  8 SHARED DISPOSITIVE POWER
2,695,208 Shares all of which are directly owned by NGP II. NG Partners II is the general partner of NGP II, and Asel, a managing member of NG Partners II, may be deemed to have shared power to dispose of these Shares.

9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON                                                                                                         2,695,208
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions)                                                                       ¨
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
                                                                                                                                              7.1%
12 TYPE OF REPORTING PERSON (See Instructions)
                                                                                                                                              IN

 

 
 

 

CUSIP NO. 773111109 13 G Page  6 of 10

 

ITEM 1(A). NAME OF ISSUER
   
  Rocket Fuel Inc.
   
ITEM 1(B). Address of Issuer's Principal Executive Offices
   
  350 Marine Parkway
  Marina Park Center
  Redwood City, CA 94065
   
ITEM 2(A). NAME OF PERSONS FILING
   
  This Schedule 13G is filed by Nokia Growth Partners II, L.P., a Delaware limited partnership (“NGP II”), N.G. Partners II, L.L.C., a Delaware limited liability company (“NG Partners II”), and John Gardner and Paul Asel. The foregoing entitles and individuals are collectively referred to as the “Reporting Persons.”
   
  NG Partners II, the general partner of NGP II, may be deemed to have sole power to vote and sole power to dispose of Shares of the issuer directly owned by NGP II. Gardner and Asel are the managing members of NG Partners II and may be deemed to have share power to vote and shared power to dispose of Shares of the issuer directly owned by NGP II.
   
ITEM 2(B). ADDRESS OF PRINCIPAL PLACE OF BUSINESS OFFICE
   
  The address for each of the Reporting Persons is:
   
  Nokia Growth Partners
  425 Broadway
  Redwood City, CA 94063  
   
   
ITEM 2(C) CITIZENSHIP
   
  NGP II is a Delaware limited partnership.  NG Partners II is a Delaware limited liability company. Gardner and Asel are United States citizens.
   
ITEM 2(D) TITLE OF CLASS OF SECURITIES
   
  Common Stock, par value $0.001 per share ("Shares").
   
ITEM 2(E) CUSIP NUMBER
   
  773111109
   
ITEM 3. Not applicable
   
ITEM 4. OWNERSHIP
   
  The following information with respect to the ownership of the Shares by the persons filing this Statement is provided as of December 31, 2013.  

 

 
 

 

CUSIP NO. 773111109 13 G Page  7 of 10

 

(a)Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

 

(b)Percent of Class:

See Row 11 of cover page for each Reporting Person.

 

(c)Number of shares as to which such person has:

 

(i)Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

 

(ii)Shared power to vote or to direct the vote:

 

See Row 6 of cover page for each Reporting Person.

 

(iii)Sole power to dispose or to direct the disposition of:

 

See Row 7 of cover page for each Reporting Person.

 

(iv)Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

 

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  Not applicable.
   
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
  Not applicable.
   
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
   
  Not applicable.
   
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
  Not applicable.
   
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
   
  Not applicable.
   
ITEM 10. CERTIFICATION
   
  Not applicable.

 

 
 

 

CUSIP NO. 773111109 13 G Page  8 of 10

 

SIGNATURES

 

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.

 

Date:  February 14, 2014  
   
Nokia Growth Partners II, L.P. /s/ John Gardner
By N.G. Partners II, L.L.C. Signature
Its General Partner  
  John Gardner
  Managing Member/Attorney-In-Fact
   
John Gardner /s/John Gardner
  John Gardner
  Attorney-In-Fact
   
Paul Asel /s/John Gardner
  John Gardner
  Attorney-In-Fact

 

 
 

 

CUSIP NO. 773111109 13 G Page  9 of 10

 

EXHIBIT INDEX

 

    Found on
Sequentially
Exhibit   Numbered Page
     
Exhibit A:  Agreement of Joint Filing   10
     
Exhibit B:  Power of Attorney   11

 

 
 

 

CUSIP NO. 773111109 13 G Page  10 of 10

 

exhibit A

 

Agreement of Joint Filing

 

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of Rocket Fuel Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

 

Date: February 14, 2014  
   
Entities:  
   
Nokia Growth Partners II, L.P.  
N.G. Partners II, L.L.C.  
   
  /s/John Gardner
  John Gardner
  Attorney-In-Fact for the above-listed entities
   
Individuals:  
   
John Gardner  
Paul Asel  
   
  /s/John Gardner
  John Gardner
  Attorney-In-Fact for the above-listed individuals

 

 
 

 

exhibit B

 

Power of Attorney

 

John Gardner has signed this Schedule 13G as Attorney-In-Fact. Note that copies of the applicable Power of Attorney are already on file with the appropriate agencies.