SEC Form 4 · accession 0001209191-17-051546
Rocket Fuel Inc. · FUEL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Gosen
Officer — SVP, Intl & GM, Platform
Period of report
Sep 6, 2017
Accepted (ET)
Sep 6, 2017 · 2:27 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,F3 | Sep 6, 2017 | D | 5,441 | — | 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)F4 | $2.41 | Sep 6, 2017 | D | 100,000 | D | — | Jun 3, 2026 | Common Stock | 100,000 | 0 | D |
| Employee Stock Option (right to buy)F4 | $2.31 | Sep 6, 2017 | D | 75,000 | D | — | Feb 7, 2027 | Common Stock | 75,000 | 0 | D |
Explanation of responses
- F1Includes 3,000 shares acquired under the Rocket Fuel Inc. 2013 Employee Stock Purchase Plan on 5/31/2017.
- F2Includes 2,441 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.
- F4Each 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").