SEC Form 4 · accession 0001209191-17-051534

Rocket Fuel Inc. · FUEL

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Emmett Randolph Wootton III

Officer — Chief Executive Officer · Director

Period of report

Sep 6, 2017

Accepted (ET)

Sep 6, 2017 · 2:11 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001477200

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2,F3,F4	Sep 6, 2017	D	273,371	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (right to buy)^F5	$9.68	Sep 6, 2017	D	15,000	D	—	Mar 25, 2025	Common Stock	15,000	D
Employee Stock Option (right to buy)^F5	$8.75	Sep 6, 2017	D	37,500	D	—	Apr 28, 2025	Common Stock	37,500	D
Employee Stock Option (right to buy)^F5	$3.49	Sep 6, 2017	D	500,000	D	—	Jan 1, 2026	Common Stock	500,000	D
Employee Stock Option (right to buy)^F5	$3.49	Sep 6, 2017	D	234,563	D	—	Mar 10, 2026	Common Stock	234,563	D
Employee Stock Option (right to buy)^F5	$2.31	Sep 6, 2017	D	230,000	D	—	Feb 7, 2027	Common Stock	230,000	D
Performance Stock Units^F6	—	Sep 6, 2017	D	230,000	D	—	Feb 7, 2020	Common Stock	230,000	D

Explanation of responses

F1Includes 3,000 shares acquired under the Rocket Fuel Inc. 2013 Employee Stock Purchase Plan on 5/31/2017.
F2Includes 3,000 shares acquired under the Rocket Fuel Inc. 2013 Employee Stock Purchase Plan on 8/21/2017.
F3Each outstanding share of the common stock of the Issuer was converted into the right to receive $2.60 per share in cash, as described in the Merger Agreement.
F4Certain of these securities were restricted stock units ("RSUs") that represented the Reporting Person's right to receive common stock shares of the Issuer. The RSUs were either (1) cancelled and converted automatically into the right to receive $2.60 per share in cash, (2) cancelled without any cash payment or other consideration, or (3) assumed and converted automatically into the right to receive $2.60 per share in cash, as described in the Merger Agreement.
F5Each outstanding option of the Issuer was either (1) cancelled and converted automatically into the right to receive $2.60 per share in cash, (2) cancelled without any cash payment or other consideration, or (3) assumed and converted automatically into the right to receive $2.60 per share in cash, as described in the Merger Agreement.
F6These performance stock units ("PSUs") represented the Reporting Person's right to receive shares of common stock of the Issuer upon the satisfaction or attainment of certain performance milestones. The PSUs were (1) cancelled and converted automatically into the right to receive $2.60 per share in cash with respect to 115,000 shares, and (2) cancelled without any cash payment or other consideration for the remainder, as described in the Merger Agreement.

Remarks

This Form 4 reports securities disposed pursuant to the terms of an Agreement and Plan of Merger dated as of July 17, 2017 (the "Merger Agreement"), a copy of which is filed as Exhibit 2.1 to the Issuer's Form 8-K filed with the SEC on July 18, 2017, and by which the Issuer became a wholly-owned subsidiary (the "Merger") of Sizmek Inc. ("Parent").