SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Covington JoAnn

(Last)

(First)

(Middle)

1900 SEAPORT BLVD

(Street)

REDWOOD CITY

94063

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Rocket Fuel Inc. [ FUEL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, General Counsel, CPO

3. Date of Earliest Transaction (Month/Day/Year)
06/10/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$11.21	06/10/2016		D			5,000	⁽¹⁾	03/07/2023	Common Stock	5,000	⁽²⁾	0	D
Employee Stock Option (right to buy)	$51.16	06/10/2016		D			8,000	⁽³⁾	02/06/2024	Common Stock	8,000	⁽⁴⁾	0	D
Employee Stock Option (right to buy)	$16.6	06/10/2016		D			12,500	⁽⁵⁾	08/28/2024	Common Stock	12,500	⁽⁶⁾	0	D
Employee Stock Option (right to buy)	$9.68	06/10/2016		D			10,000	⁽⁷⁾	03/25/2025	Common Stock	10,000	⁽⁸⁾	0	D
Employee Stock Option (right to buy)	$2.23	06/13/2016		A		10,819		⁽⁹⁾	06/13/2023	Common Stock	10,819	⁽¹⁰⁾	10,819	D

Explanation of Responses:

1. 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.

2. On June 10, 2016, the Issuer canceled, pursuant to the Issuer's option exchange program, an option for 5,000 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 1,250 shares, having an exercise price of $2.23 per share.

3. 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.

4. On June 10, 2016, the Issuer canceled, pursuant to the Issuer's option exchange program, an option for 8,000 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 2,000 shares, having an exercise price of $2.23 per share.

5. This option provided for one-fourth of the shares subject to the option to vest and become exercisable on August 8, 2015 and one forty-eighth of the shares to vest and become exercisable monthly thereafter.

6. On June 10, 2016, the Issuer canceled, pursuant to the Issuer's option exchange program, an option for 12,500 shares of Rocket Fuel common stock granted to the reporting person on August 28, 2014. In exchange, the reporting person received a replacement option, for 3,125 shares, having an exercise price of $2.23 per share.

7. This option provided for one-fourth of the shares subject to the option to vest and become exercisable on March 25, 2016 and one forty-eighth of the shares to vest and become exercisable monthly thereafter.

8. On June 10, 2016, the Issuer canceled, pursuant to the Issuer's option exchange program, an option for 10,000 shares of Rocket Fuel common stock granted to the reporting person on March 25, 2015. In exchange, the reporting person received a replacement option, for 4,444 shares, having an exercise price of $2.23 per share.

9. Shares subject to an option that vest and become exercisable in equal monthly installments over three years beginning from June 13, 2016.

10. On June 10, 2016, the Issuer canceled, pursuant to the Issuer's option exchange program, four options totaling 35,500 shares with a weighted average exercise price of $21.68 per share. In exchange, the reporting person received four replacement options, for a total of 10,819 shares, having an exercise price of $2.23 per share.

Remarks:

	/s/ Ken Scully, as attorney-in-fact for JoAnn Covington	06/20/2016
	** 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 Number.