SEC Form 4 · accession 0001209191-17-051547

Rocket Fuel Inc. · FUEL

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

Reporting owner

Richard Pittenger

Officer — SVP, Engineering

Period of report

Sep 6, 2017

Accepted (ET)

Sep 6, 2017 · 2:28 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	Sep 6, 2017	D	6,000	—	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	$2.70	Sep 6, 2017	D	325,000	D	—	Sep 19, 2026	Common Stock	325,000	0	D
Employee Stock Option (right to buy)^F4	$2.31	Sep 6, 2017	D	62,500	D	—	Feb 7, 2027	Common Stock	62,500	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 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.
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").