Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Wootton Emmett Randolph III
  2. Issuer Name and Ticker or Trading Symbol
Rocket Fuel Inc. [FUEL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
2000 SEAPORT BLVD., SUITE 400
3. Date of Earliest Transaction (Month/Day/Year)
09/06/2017
(Street)

REDWOOD CITY, CA 94063
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/06/2017   D   273,371 (1) (2) D (3) (4) 0 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 9.68 09/06/2017   D     15,000   (5) 03/25/2025 Common Stock 15,000 $ 0 0 D  
Employee Stock Option (right to buy) $ 8.75 09/06/2017   D     37,500   (5) 04/28/2025 Common Stock 37,500 $ 0 0 D  
Employee Stock Option (right to buy) $ 3.49 09/06/2017   D     500,000   (5) 01/01/2026 Common Stock 500,000 $ 0 0 D  
Employee Stock Option (right to buy) $ 3.49 09/06/2017   D     234,563   (5) 03/10/2026 Common Stock 234,563 $ 0 0 D  
Employee Stock Option (right to buy) $ 2.31 09/06/2017   D     230,000   (5) 02/07/2027 Common Stock 230,000 $ 0 0 D  
Performance Stock Units (6) 09/06/2017   D     230,000   (6) 02/07/2020 Common Stock 230,000 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Wootton Emmett Randolph III
2000 SEAPORT BLVD., SUITE 400
REDWOOD CITY, CA 94063
  X     Chief Executive Officer  

Signatures

 /s/ Jeff Mitchell, as Attorney-in-Fact   09/06/2017
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Includes 3,000 shares acquired under the Rocket Fuel Inc. 2013 Employee Stock Purchase Plan on 5/31/2017.
(2) Includes 3,000 shares acquired under the Rocket Fuel Inc. 2013 Employee Stock Purchase Plan on 8/21/2017.
(3) Each 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.
(4) Certain 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.
(5) Each 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.
(6) These performance stock units ("PSUs") represented the Reporting Person's right to receive shares of common stock of the Issuer upon the satisfaction or attainment of certain performance milestones. The PSUs were (1) cancelled and converted automatically into the right to receive $2.60 per share in cash with respect to 115,000 shares, and (2) cancelled without any cash payment or other consideration for the remainder, 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").

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