SEC Form 4 · accession 0001209191-17-051537
Rocket Fuel Inc. · FUEL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Monte Zweben
Director
Period of report
Sep 6, 2017
Accepted (ET)
Sep 6, 2017 · 2:16 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 StockF1 | Sep 6, 2017 | D | 27,718 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F2 | $0.16 | Sep 6, 2017 | D | 125,870 | D | — | Mar 4, 2020 | Common Stock | 125,870 | 0 | D |
| Employee Stock Option (right to buy)F2 | $29.00 | Sep 6, 2017 | D | 3,750 | D | — | Sep 19, 2023 | Common Stock | 3,750 | 0 | D |
| Employee Stock Option (right to buy)F2 | $23.59 | Sep 6, 2017 | D | 6,000 | D | — | Jun 9, 2024 | Common Stock | 6,000 | 0 | D |
| Employee Stock Option (right to buy)F2 | $8.75 | Sep 6, 2017 | D | 42,211 | D | — | Apr 28, 2025 | Common Stock | 42,211 | 0 | D |
| Employee Stock Option (right to buy)F2 | $5.11 | Sep 6, 2017 | D | 87,000 | D | — | Nov 3, 2025 | Common Stock | 87,000 | 0 | D |
| Employee Stock Option (right to buy)F2 | $2.24 | Sep 6, 2017 | D | 223,533 | D | — | Jun 14, 2026 | Common Stock | 223,533 | 0 | D |
| Employee Stock Option (right to buy)F2 | $2.68 | Sep 6, 2017 | D | 55,090 | D | — | Jun 13, 2027 | Common Stock | 55,090 | 0 | D |
Explanation of responses
- F1Each 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.
- F2Each 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.
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").