SEC Form 4 · accession 0001209191-17-051545
Rocket Fuel Inc. · FUEL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard Song
Officer — Chief Revenue Officer
Period of report
Sep 6, 2017
Accepted (ET)
Sep 6, 2017 · 2:26 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,F2 | Sep 6, 2017 | D | 29,496 | — | 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)F3 | $3.19 | Sep 6, 2017 | D | 200,000 | D | — | Aug 17, 2026 | Common Stock | 200,000 | 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.
- F2Certain 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.
- F3Each 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").