SEC Form 4 · accession 0001477200-16-000218
Rocket Fuel Inc. · FUEL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Richard A. Frankel
Officer — Executive Vice President · Director
Period of report
Jun 10, 2016
Accepted (ET)
Jun 20, 2016 · 11:01 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001477200
Table I — non-derivative securities
No Table I lines on this filing.
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,F1 | $6.58 | Jun 10, 2016 | D | 626,344 | D | — | Dec 4, 2022 | Common Stock | 626,344 | 0 | D |
| Employee Stock Option (right to buy)F4,F3 | $11.21 | Jun 10, 2016 | D | 98,250 | D | — | Mar 7, 2023 | Common Stock | 98,250 | 0 | D |
| Employee Stock Option (right to buy)F6,F5 | $51.16 | Jun 10, 2016 | D | 92,250 | D | — | Feb 6, 2024 | Common Stock | 92,250 | 0 | D |
| Employee Stock Option (right to buy)F8,F7 | $2.23 | Jun 13, 2016 | A | 360,796 | A | — | Jun 13, 2023 | Common Stock | 360,796 | 360,796 | D |
Explanation of responses
- F1This option provided for the shares subject to the option to vest and become exercisable in equal monthly installments over four years beginning on March 25, 2012.
- F2On June 10, 2016, the Issuer canceled, pursuant to the Issuer's option exchange program, an option for 626,344 shares of Rocket Fuel common stock granted to the reporting person on December 4, 2012. In exchange, the reporting person received a replacement option, for 313,172 shares, having an exercise price of $2.23 per share.
- F3This option provided for one-fourth of the shares subject to the option to vest and become exercisable on March 1, 2014 and one forty-eighth of the shares to vest and become exercisable monthly thereafter.
- F4On June 10, 2016, the Issuer canceled, pursuant to the Issuer's option exchange program, an option for 98,250 shares of Rocket Fuel common stock granted to the reporting person on March 7, 2013. In exchange, the reporting person received a replacement option, for 24,562 shares, having an exercise price of $2.23 per share.
- F5This option provided for one-fourth of the shares subject to the option to vest and become exercisable on February 6, 2015 and one forty-eighth of the shares to vest and become exercisable monthly thereafter.
- F6On June 10, 2016, the Issuer canceled, pursuant to the Issuer's option exchange program, an option for 92,250 shares of Rocket Fuel common stock granted to the reporting person on February 6, 2014. In exchange, the reporting person received a replacement option, for 23,062 shares, having an exercise price of $2.23 per share.
- F7Shares subject to an option that vest and become exercisable in equal monthly installments over three years beginning on June 13, 2016.
- F8On June 10, 2016, the Issuer canceled, pursuant to the Issuer's option exchange program, three options totaling 816,844 shares with a weighted average exercise price of $12.17 per share. In exchange, thereporting person received four replacement options, for a total of 360,796 shares, having an exercise price of $2.23 per share.