FUEL / Rocket Fuel Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Rocket Fuel Inc.
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DENNA SYMBOL ÄR INTE LÄNGRE AKTIV

Grundläggande statistik
CIK 1477200
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Rocket Fuel Inc.
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
February 14, 2018 SC 13G/A

FUEL / Rocket Fuel Inc. / Ninth MDV Partners, L.L.C. - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

September 18, 2017 15-12B

Rocket Fuel 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-36071 ROCKET FUEL INC. (Exact name of registrant as specified in its cha

September 6, 2017 S-8 POS

Rocket Fuel S-8 POS

As filed with the Securities and Exchange Commission on September 6, 2017 Registration No.

September 6, 2017 S-8 POS

Rocket Fuel S-8 POS

As filed with the Securities and Exchange Commission on September 6, 2017 Registration No.

September 6, 2017 S-8 POS

Rocket Fuel S-8 POS

As filed with the Securities and Exchange Commission on September 6, 2017 Registration No.

September 6, 2017 S-8 POS

Rocket Fuel S-8 POS

As filed with the Securities and Exchange Commission on September 6, 2017 Registration No.

September 6, 2017 S-8 POS

Rocket Fuel S-8 POS

As filed with the Securities and Exchange Commission on September 6, 2017 Registration No.

September 6, 2017 S-8 POS

Rocket Fuel S-8 POS

S-8 POS 1 a17-1798714s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on September 6, 2017 Registration No. 333-216731 Registration No. 333-210188 Registration No. 333-210187 Registration No. 333-202790 Registration No. 333-194937 Registration No. 333-191274 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO: FORM S-8 REG

September 6, 2017 POS AM

Rocket Fuel POS AM

As filed with the Securities and Exchange Commission on September 6, 2017 Registration No.

September 6, 2017 POS AM

Rocket Fuel POS AM

As filed with the Securities and Exchange Commission on September 6, 2017 Registration No.

September 6, 2017 EX-3.1

Amended and Restated Certificate of Incorporation of Rocket Fuel Inc.

EX-3.1 2 a17-1798712ex3d1.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ROCKET FUEL INC. FIRST The name of the corporation is Rocket Fuel Inc. (hereinafter called the “Corporation”). SECOND The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registere

September 6, 2017 EX-99.1

Sizmek Announces Successful Completion of Cash Tender Offer for Shares of Rocket Fuel

EX-99.1 4 a17-1798712ex99d1.htm EX-99.1 Exhibit 99.1 Sizmek Announces Successful Completion of Cash Tender Offer for Shares of Rocket Fuel NEW YORK, New York, REDWOOD CITY, California, September 6, 2017 — Rocket Fuel Inc. (NASDAQ: FUEL) (the “Company” or “Rocket Fuel”) and Sizmek Inc. (“Sizmek” or “Parent”) today announced the successful completion of the tender offer (the “Offer”) by Fuel Acquisi

September 6, 2017 EX-3.2

Amended and Restated Bylaws of Rocket Fuel Inc.

Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF ROCKET FUEL INC. A Delaware corporation (Adopted as of September 6, 2017) ARTICLE I OFFICES Section 1 Registered Office. The registered office of the corporation in the State of Delaware shall be located at c/o Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801. The name of the corporation?s registered

September 6, 2017 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

8-K 1 a17-17987128k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 6, 2017 Rocket Fuel Inc. (Exact name of registrant as specified in its charter) Delaware 001-36071 30-0472319 (State or other jurisdiction of inco

September 6, 2017 SC 14D9/A

Rocket Fuel SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 6 ROCKET FUEL INC. (Name of Subject Company) ROCKET FUEL INC. (Name of Person Filing Statement) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 773111109 (CUSIP

September 6, 2017 EX-99.(A)(5)(S)

Sizmek Announces Successful Completion of Cash Tender Offer for Shares of Rocket Fuel

EX-99.(a)(5)(S) Exhibit (a)(5)(S) Sizmek Announces Successful Completion of Cash Tender Offer for Shares of Rocket Fuel NEW YORK, New York, REDWOOD CITY, California, September 6, 2017 ? Rocket Fuel Inc. (NASDAQ: FUEL) (the ?Company? or ?Rocket Fuel?) and Sizmek Inc. (?Sizmek? or ?Parent?) today announced the successful completion of the tender offer (the ?Offer?) by Fuel Acquisition Co. (?Merger S

September 6, 2017 SC TO-T/A

Sizmek SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 5 ROCKET FUEL INC. (Name of Subject Company (Issuer)) FUEL ACQUISITION CO. SIZMEK INC. (Name of Filing Persons (Offerors)) VECTOR SOLOMON HOLDINGS (CAYMAN), L.P. VECTOR CAPITAL IV, L.P. VECTOR CAPITAL V, L

August 30, 2017 SC 14D9/A

Rocket Fuel SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 5 ROCKET FUEL INC. (Name of Subject Company) ROCKET FUEL INC. (Name of Person Filing Statement) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 773111109 (CUSIP

August 30, 2017 EX-99.(A)(5)(R)

Sizmek and its Affiliate Fuel Acquisition Co. Announce Extension of Tender Offer for All Outstanding Shares of Rocket Fuel

EX-99.(a)(5)(R) Exhibit (a)(5)(R) Sizmek and its Affiliate Fuel Acquisition Co. Announce Extension of Tender Offer for All Outstanding Shares of Rocket Fuel NEW YORK, NY ? August 29, 2017 ? On August 29, 2017, Sizmek Inc. (?Sizmek?) and its affiliate Fuel Acquisition Co. have extended the offering period of the previously announced cash tender offer to purchase all of the outstanding shares of com

August 30, 2017 SC TO-T/A

Sizmek SC TO-T/A

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 4 ROCKET FUEL INC. (Name of Subject Company (Issuer)) FUEL ACQUISITION CO. SIZMEK INC. (Name of Filing Persons (Offerors)) VECTOR SOLOMON HOLDINGS (CAYMAN), L.P. VECTOR CAPITAL IV, L.P. VECTOR CA

August 23, 2017 SC 14D9/A

Rocket Fuel SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 4 ROCKET FUEL INC. (Name of Subject Company) ROCKET FUEL INC. (Name of Person Filing Statement) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 773111109 (CUSIP

August 17, 2017 SC 14D9/A

Rocket Fuel SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 3 ROCKET FUEL INC. (Name of Subject Company) ROCKET FUEL INC. (Name of Person Filing Statement) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 773111109 (CUSIP

August 17, 2017 EX-99.(A)(5)(Q)

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA THE GEORGE SHAHINIAN TRUST, CIVIL ACTION NO. 5:17-cv-4707 COMPLAINT FOR VIOLATION OF THE SECURITIES EXCHANGE ACT OF 1934 JURY TRIAL DEMANDED individually and on behalf of all others similar

EX-99.(A)(5)(Q) 2 d444567dex99a5q.htm EX-99.(A)(5)(Q) Exhibit (a)(5)(Q) David E. Bower (SBN 119546) MONTEVERDE & ASSOCIATES PC 600 Corporate Pointe, Suite 1170 Culver City, CA 90230 Tel: (213) 446-6652 Fax: (212) 202-7880 Email: [email protected] Counsel for Plaintiff [Additional counsel on signature page] UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA THE GEORGE SHAHINIAN TRU

August 17, 2017 SC TO-T/A

Sizmek SC TO-T/A

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 3 ROCKET FUEL INC. (Name of Subject Company (Issuer)) FUEL ACQUISITION CO. SIZMEK INC. (Name of Filing Persons (Offerors)) VECTOR SOLOMON HOLDINGS (CAYMAN), L.P. VECTOR CAPITAL IV, L.P. VECTOR CA

August 14, 2017 SC 14D9/A

Rocket Fuel SC 14D9

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 2 ROCKET FUEL INC. (Name of Subject Company) ROCKET FUEL INC. (Name of Person Filing Statement) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 773111109 (CUSIP

August 14, 2017 EX-99.(A)(5)(S)

Employee Question & Answers

EX-99.(A)(5)(S) 2 a17-179878ex99da5s.htm (A)(5)(S) Exhibit (a)(5)(S) Employee Question & Answers Dated: August 14 2017 Tender Offer: Q: I received a notification and instructions around the Tender Offer. What do I need to do to tender my shares and are there any actions I need to take? A: If you own outstanding shares of Rocket Fuel common stock, you will receive the tender offer documentation in

August 14, 2017 EX-99.(A)(5)(P)

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA MAX FEDERMAN, on Behalf of Himself Case No.: and All Others Similarly Situated, CLASS ACTION Plaintiff, CLASS ACTION COMPLAINT FOR vs. VIOLATIONS OF THE FEDERAL SECURITIES LAWS ROCKET FUEL

EX-99.(a)(5)(P) Exhibit (a)(5)(P) Robert S. Green (State Bar No. 136183) James Robert Noblin (State Bar No. 114442) GREEN & NOBLIN, P.C. 2200 Larkspur Landing Circle, Suite 101 Larkspur, CA 94939 Telephone: (415) 477-6700 Facsimile: (415) 477-6710 Email: [email protected] Attorneys for Plaintiffs UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA MAX FEDERMAN, on Behalf of Himself C

August 14, 2017 SC TO-T/A

Sizmek SC TO-T/A

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 2 ROCKET FUEL INC. (Name of Subject Company (Issuer)) FUEL ACQUISITION CO. SIZMEK INC. (Name of Filing Persons (Offerors)) VECTOR SOLOMON HOLDINGS (CAYMAN), L.P. VECTOR CAPITAL IV, L.P. VECTOR CA

August 14, 2017 EX-99.(A)(5)(O)

UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA ARNAB DEBNATH, on behalf of himself and all Case No. 3:17-cv-04615 others similarly situated, CLASS ACTION Plaintiff, CLASS ACTION COMPLAINT FOR vs. VIOLATION OF THE SECURITIES EXCH

EX-99.(A)(5)(O) 2 d442849dex99a5o.htm EX-99.(A)(5)(O) Exhibit (a)(5)(O) Rosemary M. Rivas (State Bar No. 209147) Email: [email protected] LEVI & KORSINSKY, LLP 44 Montgomery Street, Suite 650 San Francisco, California 94104 Telephone: (415) 291-2420 Facsimile: (415) 484-1294 Counsel for Plaintiff ARNAB DEBNATH UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA ARNAB DEBNATH, on beha

August 11, 2017 SC 14D9/A

Rocket Fuel SC 14D9/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 1 ROCKET FUEL INC. (Name of Subject Company) ROCKET FUEL INC. (Name of Person Filing Statement) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 773111109 (CUSIP

August 11, 2017 SC TO-T/A

Sizmek SC TO-T/A

SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Amendment No. 1 ROCKET FUEL INC. (Name of Subject Company (Issuer)) FUEL ACQUISITION CO. SIZMEK INC. (Name of Filing Persons (Offerors)) VECTOR SOLOMON HOLDINGS (CAYMAN), L.P. VECTOR CAPITAL IV, L.P. VECTOR CA

August 11, 2017 EX-99.(A)(5)(L)

UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA ADRYAN HAINES, Individually and on Case No. Behalf of All Others Similarly Situated, CLASS ACTION COMPLAINT Plaintiff, DEMAND FOR JURY TRIAL v. ROCKET FUEL INC., MONTE ZWEBEN, 1. VI

EX-99.(A)(5)(L) 3 d396370dex99a5l.htm EX-99.(A)(5)(L) Exhibit (a)(5)(L) David E. Bower (SBN 119546) MONTEVERDE & ASSOCIATES PC 600 Corporate Pointe, Suite 1170 Culver City, CA 90230 Tel: (213) 446-6652 Fax: (212) 202-7880 [email protected] Counsel for Plaintiff Adryan Haines UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA ADRYAN HAINES, Individually and on Case No. Beha

August 11, 2017 EX-99.(A)(5)(K)

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA STEPHEN BUSHANSKY and MENDEL ) Case No. ZAKS, on Behalf of Themselves and All ) Others Similarly Situated, ) ) CLASS ACTION ) Plaintiffs, ) CLASS ACTION COMPLAINT ) FOR VIOLATIONS OF THE vs

EX-99.(a)(5)(K) Exhibit (a)(5)(K) Joel E. Elkins (SBN 256020) [email protected] WEISSLAW LLP 9107 Wilshire Blvd., Suite 450 Beverly Hills, CA 90210 Telephone: 310/208-2800 Facsimile: 310/209-2348 Attorneys for Plaintiffs [Additional counsel appear on signature page] UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA STEPHEN BUSHANSKY and MENDEL ) Case No. ZAKS, on Behalf of Themsel

August 11, 2017 EX-99.(A)(5)(M)

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA LOUIS SCARANTINO, Individually and On Case No. Behalf of All Others Similarly Situated, CLASS ACTION Plaintiff, COMPLAINT FOR VIOLATION OF v. THE SECURITIES EXCHANGE ACT OF 1934 ROCKET FUEL

EX-99.(A)(5)(M) 4 d396370dex99a5m.htm EX-99.(A)(5)(M) Exhibit (a)(5)(M) Joel E. Elkins (SBN 256020) [email protected] WEISSLAW LLP 9107 Wilshire Blvd., Suite 450 Beverly Hills, CA 90210 Telephone: 310/208-2800 Facsimile: 310/209-2348 Attorneys for Plaintiff [Additional counsel on signature page] UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA LOUIS SCARANTINO, Individually and O

August 11, 2017 EX-99.(A)(5)(N)

IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA DAMIN WEN, Individually and on behalf of all others similarly situated, Case No.: COMPLAINT FOR VIOLATION OF THE FEDERAL SECURITIES LAWS Plaintiff, JURY TRIAL DEMANDED vs. RO

EX-99.(A)(5)(N) 5 d396370dex99a5n.htm EX-99.(A)(5)(N) Exhibit (a)(5)(N) BRODSKY & SMITH, LLC Evan J. Smith (SBN 242352) [email protected] 9595 Wilshire Blvd., Ste. 900 Beverly Hills, CA 90212 Tel.: (877) 534-2590 Fax: (310) 247-0160 Attorneys for Plaintiff IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA DAMIN WEN, Individually and on behalf of all others similarly

August 9, 2017 EX-99

Rocket Fuel Reports Financial Results for Second Quarter 2017

Exhibit Exhibit 99.1 Rocket Fuel Reports Financial Results for Second Quarter 2017 REDWOOD CITY, Calif., August 9, 2017 - Rocket Fuel Inc. (NASDAQ: FUEL), a predictive marketing platform provider, today announced financial results for the second quarter ended June 30, 2017 . Financial Highlights for the Second Quarter of 2017 GAAP Revenue: $90.7 million , 22% below last year's second quarter total

August 9, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 9, 2017 Rocket Fuel Inc. (Exact name of registrant as specified in its charter) Delaware 001-36071 30-0472319 (State or other jurisdiction of incorporation) (Commission

August 9, 2017 10-Q

FUEL / Rocket Fuel Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36071 ROCKET FUE

August 9, 2017 EX-10.4

SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT AND WAIVER

EX-10.4 2 exh104comericaseventhamend.htm EXHIBIT 10.4 Exhibit 10.4 SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT AND WAIVER THIS SEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (“Amendment”) is made as of the 9th day of August, 2017, by and among Rocket Fuel Inc. (“Borrower”), the Lenders (as defined below) party

August 2, 2017 EX-99.(E)(34)

Job Information Current Job Title New Job Title SVP & Managing Director, International SVP, International & GM, Platform

Exhibit (e)(34) David Gosen In recognition of your continued contributions and leadership at Rocket Fuel, we are pleased to present you with the following changes to your total compensation package: Adjustment: Effective January 1, 2017, your total compensation will be adjusted as set forth below.

August 2, 2017 EX-99.(A)(2)(A)

2000 Seaport Blvd., Suite 400 Pacific Shores Center Redwood City, CA 94063

EX-99.(A)(2)(A) 2 a2232842zex-99a2a.htm EX-99.(A)(2)(A) EXHIBIT (a)(2)(A) 2000 Seaport Blvd., Suite 400 Pacific Shores Center Redwood City, CA 94063 August 2, 2017 To Our Stockholders: As we previously announced, on July 17, 2017, Rocket Fuel Inc. entered into a merger agreement providing for the acquisition of Rocket Fuel by Sizmek Inc. In the acquisition, Rocket Fuel stockholders will receive $2

August 2, 2017 EX-99.(E)(35)

Job Information Current Job Title New Job Title SVP, Engineering SVP, Product & Engineering

EX-99.(E)(35) 4 a2232842zex-99e35.htm EX-99.(E)(35) Exhibit (e)(35) Rick Pittenger In recognition of your continued contributions and leadership at Rocket Fuel, we are pleased to present you with the following changes to your total compensation package: Adjustment: Effective January 1, 2017, your total compensation will be adjusted as set forth below. Job Information Current Job Title New Job Titl

August 2, 2017 SC 14D9

Rocket Fuel SC 14D9

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 2, 2017 EX-99.(E)(36)

Stephen Snyder

EX-99.(E)(36) 5 a2232842zex-99e36.htm EX-99.(E)(36) Exhibit (e)(36) Stephen Snyder In recognition of your continued contributions and leadership at Rocket Fuel, we are pleased to present you with the following promotion and changes to your total compensation package: Retention Bonus: Your expertise will be relied on to help lead the company through some complex activity that will result in a retur

August 2, 2017 EX-99.(A)(1)(F)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase (as defined below), dated August 2, 2017, and the related Letter

EX-99.(a)(1)(F) Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase (as defined below), dated August 2, 2017, and the related Letter of Transmittal (as defined below) and any amendments or supplements thereto. The Offer is not being made to (nor wil

August 2, 2017 EX-99.(A)(1)(D)

Offer To Purchase For Cash All Outstanding Shares of Common Stock ROCKET FUEL INC., a Delaware corporation, $2.60 NET PER SHARE Pursuant to the Offer to Purchase dated August 2, 2017 FUEL ACQUISITION CO., a Delaware corporation and a wholly owned sub

EX-99.(A)(1)(D) 5 d432205dex99a1d.htm EX-99.(A)(1)(D) Exhibit (a)(1)(D) Offer To Purchase For Cash All Outstanding Shares of Common Stock of ROCKET FUEL INC., a Delaware corporation, at $2.60 NET PER SHARE Pursuant to the Offer to Purchase dated August 2, 2017 by FUEL ACQUISITION CO., a Delaware corporation and a wholly owned subsidiary of SIZMEK INC., a Delaware corporation. THE OFFER AND WITHDRA

August 2, 2017 EX-99.(D)(4)

July 7, 2017

EX-99.(D)(4) 11 d432205dex99d4.htm EX-99.(D)(4) Exhibit (d)(4) July 7, 2017 Rocket Fuel Inc. 2000 Seaport Boulevard, Suite 400, Pacific Shores Center, Redwood City, CA 94063 Exclusivity Extension Agreement Reference is made in this letter agreement (this “Letter Agreement”) to that certain exclusivity letter agreement dated June 6, 2017 (the “Exclusivity Agreement”) executed by and between Sizmek

August 2, 2017 EX-99.(D)(3)

June 6, 2017

EX-99.(d)(3) Exhibit (d)(3) June 6, 2017 Rocket Fuel Inc. 2000 Seaport Boulevard, Suite 400, Redwood City, CA 94063 Based on the discussions between Sizmek Inc. (?Sizmek?) and its affiliates and Rocket Fuel Inc. (the ?Company?) with respect to a possible negotiated acquisition of the Company by Sizmek (the ?Transaction?), and in consideration of the resources Sizmek has expended, and will expend,

August 2, 2017 EX-99.(A)(1)(B)

LETTER OF TRANSMITTAL To Tender Shares of Common Stock ROCKET FUEL INC., a Delaware corporation $2.60 NET PER SHARE Pursuant to the Offer to Purchase dated August 2, 2017 FUEL ACQUISITION CO., a Delaware corporation and a wholly owned subsidiary of S

EX-99.(A)(1)(B) 3 d432205dex99a1b.htm EX-99.(A)(1)(B) Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of ROCKET FUEL INC., a Delaware corporation at $2.60 NET PER SHARE Pursuant to the Offer to Purchase dated August 2, 2017 by FUEL ACQUISITION CO., a Delaware corporation and a wholly owned subsidiary of SIZMEK INC., a Delaware corporation THE OFFER AND WITHDRAWAL RIGHTS WI

August 2, 2017 EX-99.(A)(1)(C)

NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock ROCKET FUEL INC., a Delaware corporation, $2.60 NET PER SHARE Pursuant to the Offer to Purchase dated August 2, 2017 FUEL ACQUISITION CO., a Delaware corporation and a wholly owned su

EX-99.(a)(1)(C) Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock of ROCKET FUEL INC., a Delaware corporation, at $2.60 NET PER SHARE Pursuant to the Offer to Purchase dated August 2, 2017 by FUEL ACQUISITION CO., a Delaware corporation and a wholly owned subsidiary of SIZMEK INC., a Delaware corporation THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIG

August 2, 2017 SC TO-T

Sizmek SC TO-T

SC TO-T 1 d432205dsctot.htm SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ROCKET FUEL INC. (Name of Subject Company (Issuer)) FUEL ACQUISITION CO. SIZMEK INC. (Name of Filing Persons (Offerors)) VECTOR SOLOMON HOLDINGS (CAYMAN), L.P. VECTOR CAPITAL IV, L.P.

August 2, 2017 EX-99.(A)(1)(E)

Offer To Purchase For Cash All Outstanding Shares of Common Stock ROCKET FUEL INC., a Delaware corporation, $2.60 NET PER SHARE Pursuant to the Offer to Purchase dated August 2, 2017 FUEL ACQUISITION CO., a Delaware corporation and a wholly owned sub

EX-99.(A)(1)(E) 6 d432205dex99a1e.htm EX-99.(A)(1)(E) Exhibit (a)(1)(E) Offer To Purchase For Cash All Outstanding Shares of Common Stock of ROCKET FUEL INC., a Delaware corporation, at $2.60 NET PER SHARE Pursuant to the Offer to Purchase dated August 2, 2017 by FUEL ACQUISITION CO., a Delaware corporation and a wholly owned subsidiary of SIZMEK INC., a Delaware corporation. THE OFFER AND WITHDRA

August 2, 2017 EX-99.(D)(7)

TENDER AND SUPPORT AGREEMENT

EX-99.(D)(7) 14 d432205dex99d7.htm EX-99.(D)(7) Exhibit (d)(7) TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of July 17, 2017, is by and among Sizmek Inc., a Delaware corporation (“Parent”), Fuel Acquisition Co., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and each of the Persons set forth on Schedule A hereto (each,

August 2, 2017 EX-99.(A)(1)(A)

Offer to Purchase for Cash All Outstanding Shares of Common Stock ROCKET FUEL INC. $2.60 Net Per Share FUEL ACQUISITION CO., a wholly owned subsidiary of SIZMEK INC.

EX-99.(A)(1)(A) 2 d432205dex99a1a.htm EX-99.(A)(1)(A) Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock of ROCKET FUEL INC. at $2.60 Net Per Share by FUEL ACQUISITION CO., a wholly owned subsidiary of SIZMEK INC. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF AUGUST 29, 2017, UNLESS THE OFFER IS E

August 2, 2017 EX-99.(D)(6)

Vector Capital IV, L.P. One Market Street Steuart Tower, 23rd Floor San Francisco, California 94105 July 17, 2017

EX-99.(d)(6) Exhibit (d)(6) Vector Capital IV, L.P. One Market Street Steuart Tower, 23rd Floor San Francisco, California 94105 July 17, 2017 Sizmek Inc. 500 West 5th Street Suite 900 Austin, TX 78701 Ladies and Gentlemen: Reference is made to that certain Agreement and Plan of Merger (as the same may be amended, modified or restated in accordance with the terms thereof, the ?Merger Agreement?), d

August 2, 2017 EX-99.(A)(5)(A)

Sizmek Commences Tender Offer for All Outstanding Shares of Rocket Fuel — Previously-Announced Offer Price of $2.60 Per Share in Cash —

EX-99.(A)(5)(A) 8 d432205dex99a5a.htm EX-99.(A)(5)(A) Exhibit (a)(5)(A) Sizmek Commences Tender Offer for All Outstanding Shares of Rocket Fuel — Previously-Announced Offer Price of $2.60 Per Share in Cash — NEW YORK, New York, REDWOOD CITY, California, August 2, 2017 — Rocket Fuel Inc. (NASDAQ: FUEL) (“Rocket Fuel”) and Sizmek Inc. (“Sizmek”) today announced that Fuel Acquisition Co., a wholly ow

August 2, 2017 EX-99.(D)(2)

2

EX-99.(d)(2) Exhibit (d)(2) PERSONAL AND CONFIDENTIAL 3/22/2017 Vector Capital Management, L.P. One Market Street Steuart Tower, 23rd Floor San Francisco, California 94105 Attention: Alex Beregovsky Mr Beregovsky: Vector Capital Management, L.P. (?you? or ?your?) have requested certain confidential information regarding a possible negotiated transaction with Rocket Fuel Inc., a Delaware corporatio

August 2, 2017 EX-99.(D)(5)

July 16, 2017

EX-99.(D)(5) 12 d432205dex99d5.htm EX-99.(D)(5) Exhibit (d)(5) July 16, 2017 Rocket Fuel Inc. 2000 Seaport Boulevard, Suite 400 Redwood City, CA 94063 Exclusivity Extension Agreement Reference is made in this letter agreement (this “Letter Agreement”) to that certain exclusivity letter agreement dated June 6, 2017 (as amended, the “Exclusivity Agreement”) executed by and between Sizmek Inc. (“Sizm

July 26, 2017 EX-99.2

Sizmek & Rocket Fuel - Employee Questions and Answers

Exhibit 99.2 Sizmek & Rocket Fuel - Employee Questions and Answers Dated 7.26.17 Financial/Stock/Bonus Questions: Q: How was the $2.60/share price point established in the deal? It was the product of negotiation between Sizmek and Rocket Fuel and their representatives. Q: Is the trading window going to be open? The trading window will open in August following our Q2 earnings release. Q: How will R

July 26, 2017 EX-99.1

Rocket Fuel Equity Awards and ESPP FAQs Dated 7/26/2017

Exhibit 99.1 Rocket Fuel Equity Awards and ESPP FAQs Dated 7/26/2017 Below are FAQs to help you understand what happens to your Rocket Fuel issued equity awards (that is, stock options, restricted stock units (RSUs) and restricted stock awards) and the treatment of the ESPP. Q: What do I need to do relative to this transaction to ensure I get the payout? A: With respect to your vested in-the-money

July 26, 2017 SC14D9C

Rocket Fuel SC14D9C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 ROCKET FUEL INC. (Name of Subject Company) ROCKET FUEL INC. (Name of Person Filing Statement) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 773111109 (CUSIP Number of Class

July 18, 2017 EX-99.5

Sizmek-Rocket Fuel Acquisition FAQ

EX-99.5 6 a17-179875ex99d5.htm EX-99.5 Exhibit 99.5 Sizmek-Rocket Fuel Acquisition FAQ Background What is the deal summary? On July 18, 2017, Sizmek, the largest people-based creative optimization and data activation platform, announced it has entered into a definitive agreement to acquire Rocket Fuel. Sizmek is an affiliate of Vector Capital. Under the terms of the merger agreement, which has bee

July 18, 2017 EX-99.4

Rocket Fuel Town Hall Hyperfueled Rocket July 17, 2017 Today’s announcement! Strategy: Why is this a good decision? Fuelers: Impact to Fuelers? Customers: Is this Customer First? Financial: Does this help our position? Next Steps: What Now? Thank You

Exhibit 99.4 Rocket Fuel Town Hall Hyperfueled Rocket July 17, 2017 Today?s announcement! Strategy: Why is this a good decision? Fuelers: Impact to Fuelers? Customers: Is this Customer First? Financial: Does this help our position? Next Steps: What Now? Thank You: Fuelers Make Us Great! Introductions: Mark Grether, Executive Chairman Sizmek Important Additional Information and Where to Find It In

July 18, 2017 EX-99.2

To: All RF employees

EX-99.2 3 a17-179875ex99d2.htm EX-99.2 Exhibit 99.2 To: All RF employees Subject: Rocket Fuel and Sizmek Fuelers, Today marks a significant moment in Rocket Fuel’s journey as we announced that Sizmek, the world’s largest people-based creative optimization platform, will acquire Rocket Fuel. Ultimately, this deal solidifies our future and allows us to push forward with our vision to make marketing

July 18, 2017 EX-99.3

TO: ALL RF PARTNERS

Exhibit 99.3 TO: ALL RF PARTNERS FROM: RANDY SENDING OUT: 6:25AM PT ENGLISH ONLY Subject: Rocket Fuel to be acquired by Sizmek Dear Partner, We?re excited to announce that today Rocket Fuel entered into a definitive agreement to be acquired by Sizmek. The acquisition brings together two of the world?s most respected names in advertising technology to create the leading independent predictive marke

July 18, 2017 EX-99.7

LinkedIn Post: (Randy Wootton)

Exhibit 99.7 LinkedIn Post: (Randy Wootton) I am pleased to announce that Rocket Fuel entered into a definitive agreement to be acquired by Sizmek. More details here. Blog: Rocket Fuel to be acquired by Sizmek. I?m very excited about Rocket Fuel becoming a part of Sizmek. This acquisition brings together two of the world?s most respected names in advertising technology to create the leading indepe

July 18, 2017 SC14D9C

Rocket Fuel SC14D9C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 ROCKET FUEL INC. (Name of Subject Company) ROCKET FUEL INC. (Name of Person Filing Statement) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 773111109 (CUSIP Number of Class

July 18, 2017 EX-99.6

SIZMEK TO ACQUIRE ROCKET FUEL SALES FAQ

Exhibit 99.6 SIZMEK TO ACQUIRE ROCKET FUEL SALES FAQ Questions from Rocket Fuel Customers What are the benefits of this deal? ? Sizmek and Rocket Fuel share the belief that creating impressions that inspire is vital for agencies and brands to build meaningful, long-lasting relationships with their customers. ? By combining the two companies, our customers all will gain access to a leading DSP and

July 18, 2017 EX-99.1

TO: [email protected]

Exhibit 99.1 TO: [email protected] FROM: RANDY SENDING OUT: 5:25AM PT ENGLISH ONLY Subject: Rocket Fuel to be acquired by Sizmek Dear customer, We?re excited to announce that today Rocket Fuel entered into a definitive agreement to be acquired by Sizmek. The acquisition brings together two of the world?s most respected names in advertising technology to create the leading independent predictive

July 18, 2017 EX-99.8

To: RED Team (red@

Exhibit 99.8 To: RED Team (red@ From: Randy Wootton Subject: [Confidential RED Team Update] Sizmek and Rocket Fuel Send On: Tuesday, July 17, 2017 @ 0501 Hello RED Team, Last night, Rocket Fuel entered into a definitive agreement to be acquired by Sizmek. This is a key milestone in the Rocket Fuel 2.0 journey. It will offer tremendous opportunities to be outside of the public eye to complete our t

July 18, 2017 EX-99.8

facebook.com/sizmek | twitter.com/sizmek | linkedin.com/company/sizmek | sizmek.com

EX-99.8 Exhibit 99.8 From: Mark Grether To: [email protected] Subject line: Sizmek to Acquire Rocket Fuel: Valuable Resources for You Body: Hi everyone, I strongly encourage you to join the all-hands company meeting at 10:30am EST today. It will provide you with a better understanding of why we?re entered into a definitive acquisition agreement with Rocket Fuel, along with the benefits

July 18, 2017 SC TO-C

Sizmek SC TO-C

SC TO-C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ROCKET FUEL INC. (Name of Subject Company (Issuer)) SIZMEK INC. FUEL ACQUISITION CO. (Name of Filing Persons (Offerors)) VECTOR CAPITAL IV, L.P. (Name of Filing Persons (Others)) COMMON STOCK, PAR

July 18, 2017 EX-99.7

facebook.com/sizmek | twitter.com/sizmek | linkedin.com/company/sizmek | sizmek.com

EX-99.7 Exhibit 99.7 From: Mark Grether Subject line: Sizmek to Acquire Rocket Fuel I?m excited to announce Sizmek entered into a definitive agreement to acquire Rocket Fuel, a true leader in predictive marketing. The acquisition brings together two of the world?s most respected names in advertising technology, to create the largest independent marketing platform built for agencies and brands. It

July 18, 2017 EX-99.3

Mark Grether 2017.07.18

EX-99.3 Exhibit 99.3 Introduction Mark Grether 2017.07.18 Cautions Regarding Forward-Looking Statements This presentation contains forward-looking statements regarding future events, including but not limited to the acquisition of Rocket Fuel Inc. (?Rocket Fuel?) by Sizmek Inc. (?Sizmek?), the capabilities of the combined company following the acquisition, and Rocket Fuel?s expectations for its Me

July 18, 2017 EX-99.5

facebook.com/sizmek | twitter.com/sizmek | linkedin.com/company/sizmek | sizmek.com

EX-99.5 Exhibit 99.5 Sizmek to Acquire Rocket Fuel?Talking Points for Conversations with Clients We know your clients and even some prospects will have questions about our definitive acquisition agreement with Rocket Fuel. To help guide your conversations, we?ve created this document with key talking points. We?ll continue to update you with more information that you can share when the deal closes

July 18, 2017 EX-99.4

facebook.com/sizmek | twitter.com/sizmek | linkedin.com/company/sizmek | sizmek.com

EX-99.4 Exhibit 99.4 Sizmek to Acquire Rocket Fuel ? FAQ ? Sizmek Employees Internal-Use Only Background On July 18, 2017, Sizmek announced that we have entered into a definitive acquisition agreement with Rocket Fuel, an industry leading predictive marketing platform that uses AI to anticipate optimal consumer response to messaging. Under the terms of the agreement, Sizmek, backed by Vector Capit

July 18, 2017 EX-99.2

facebook.com/sizmek | twitter.com/sizmek | linkedin.com/company/sizmek | sizmek.com

EX-99.2 Exhibit 99.2 Sizmek Acquires Rocket Fuel, Redefines the boundaries of creative possibility and media execution This morning we announced that Sizmek entered into a definitive agreement to acquire Rocket Fuel, a true leader in predictive marketing. The acquisition brings together two of the world?s most respected names in advertising technology, to create the largest independent marketing p

July 18, 2017 EX-99.1

# # # facebook.com/sizmek | twitter.com/sizmek | linkedin.com/company/sizmek | sizmek.com

EX-99.1 Exhibit 99.1 Sizmek to Acquire Rocket Fuel, Creating Industry?s First Predictive Omni-Channel Marketing Platform Serving Agencies and Brands Deal values Rocket Fuel at approximately $145 million; Brings together marketing-centric AI and creative optimization to form an unparalleled data activation platform at global scale New York, July 18, 2017 ? Sizmek Inc., the largest people-based crea

July 18, 2017 EX-99.6

facebook.com/sizmek | twitter.com/sizmek | linkedin.com/company/sizmek | sizmek.com

EX-99.6 Exhibit 99.6 From: Mark Grether To: [email protected] Subject line: Sizmek to Acquire Rocket Fuel Hi team, We just announced that Sizmek entered into a definitive agreement to acquire Rocket Fuel, an industry leading predictive marketing platform. The deal values Rocket Fuel at approximately $145 million and brings together two of the world?s most respected names in advertising

July 18, 2017 SC14D9C

Rocket Fuel SC14D9C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 ROCKET FUEL INC. (Name of Subject Company) ROCKET FUEL INC. (Name of Person Filing Statement) Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 773111109 (CUSIP Number of Class

July 18, 2017 EX-99.1

Rocket Fuel to be acquired by Sizmek Rocket Fuel pre-announces second quarter 2017 earnings

Exhibit 99.1 Rocket Fuel to be acquired by Sizmek Rocket Fuel pre-announces second quarter 2017 earnings REDWOOD CITY, Calif. July 18, 2017 ? Rocket Fuel (NASDAQ: FUEL), a predictive marketing platform, today announced that it has entered into a definitive agreement to be acquired by Sizmek Inc., the largest people-based creative optimization and data activation platform delivering impressions tha

July 18, 2017 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 17, 2017 Rocket Fuel Inc. (Exact name of registrant as specified in its charter) Delaware 001-36071 30-0472319 (State or other jurisdiction of incorporation) (Commission File Numb

July 18, 2017 EX-2.1

Agreement and Plan of Merger, dated as of July 17, 2017, by and among Rocket Fuel Inc., Sizmek Inc., and Fuel Acquisition Co. (incorporated by reference to Exhibit 2.1 of Rocket Fuel’s Current Report on Form 8-K filed with the SEC on July 18, 2017).

EX-2.1 2 a17-179873ex2d1.htm EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among SIZMEK INC., FUEL ACQUISITION CO. and ROCKET FUEL INC. Dated July 17, 2017 TABLE OF CONTENTS Page Article I DEFINITIONS & INTERPRETATIONS 2 1.1 Certain Definitions 2 1.2 Additional Definitions 14 1.3 Certain Interpretations 16 1.4 Company Disclosure Letter 18 Article II THE OFFER 18 2.1 The Offer 18 2.2 Actions of t

June 14, 2017 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 a8-kstockholdervotex2017an.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 13, 2017 Rocket Fuel Inc. (Exact name of registrant as specified in its charter) Delaware 001-36071 30-0472319 (State or other jurisdictio

May 9, 2017 10-Q

Rocket Fuel 10-Q (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36071

May 9, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 9, 2017 Rocket Fuel Inc. (Exact name of registrant as specified in its charter) Delaware 001-36071 30-0472319 (State or other jurisdiction of incorporation) (Commission File Number

May 9, 2017 EX-99.1

Rocket Fuel Reports Financial Results for First Quarter 2017 GAAP Revenue of $95.2 Million and Non-GAAP Spend of $99.1 Million in the First Quarter of 2017 Strong Growth in Platform Solutions Year over Year

Exhibit Exhibit 99.1 Rocket Fuel Reports Financial Results for First Quarter 2017 GAAP Revenue of $95.2 Million and Non-GAAP Spend of $99.1 Million in the First Quarter of 2017 Strong Growth in Platform Solutions Year over Year REDWOOD CITY, Calif., May 9, 2017 - Rocket Fuel Inc. (NASDAQ: FUEL), a leading programmatic marketing platform provider, today announced financial results for the first qua

April 26, 2017 DEFA14A

Rocket Fuel DEFA14A

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a?6(e)(2)

April 26, 2017 DEF 14A

Rocket Fuel DEF 14A

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a?6(e)(2)

March 16, 2017 S-8

Rocket Fuel S-8

Document As filed with the Securities and Exchange Commission on March 16, 2017 Registration No.

March 16, 2017 10-K

Rocket Fuel 10-K (Annual Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36071 ROCKE

March 16, 2017 EX-10.56

[COMPANY LOGO] Rocket Fuel Inc. 1900 Seaport Boulevard Pacific Shores Center Redwood City, CA 94063 Phone: 650.517.1300 August 20, 2016

Exhibit 10.56 [COMPANY LOGO] Rocket Fuel Inc. 1900 Seaport Boulevard Pacific Shores Center Redwood City, CA 94063 Phone: 650.517.1300 August 20, 2016 Rick Pittenger Dear Rick: On behalf of Rocket Fuel Inc. (“Rocket Fuel” or the “Company”), I am pleased to offer you the position of SVP, Engineering of Rocket Fuel. You will report directly to Randy Wootton, CEO. You will work primarily from our offi

March 16, 2017 EX-10.52

[COMPANY LOGO]

Exhibit 10.52 [COMPANY LOGO] June 29, 2016 Richard Frankel RE: Internal Transfer to Part Time Status Dear Richard, On behalf of Rocket Fuel Inc. (“Rocket Fuel”) I am pleased to offer you an internal transfer to the part time position of Co-Founder and Advisor beginning on July 15, 2016 reporting to Randy Wootton, our CEO. We expect that your hourly commitment to Rocket Fuel will generally constitu

March 16, 2017 EX-10.64

ROCKET FUEL MANAGEMENT RETENTION AGREEMENT

Exhibit 10.64 ROCKET FUEL MANAGEMENT RETENTION AGREEMENT This Management Retention Agreement (the “Agreement”) is made and entered into by and between Rick Pittenger (the “Executive”) and Rocket Fuel Inc. (the “Company”), effective as of the Effective Date (defined below). The purpose of this Agreement is to provide assurances of specified benefits to Executive whose employment is subject to being

March 16, 2017 EX-10.60

ROCKET FUEL MANAGEMENT RETENTION AGREEMENT

Exhibit 10.60 ROCKET FUEL MANAGEMENT RETENTION AGREEMENT This Management Retention Agreement (the “Agreement”) is made and entered into by and between JoAnn C. Covington (the “Executive”) and Rocket Fuel Inc. (the “Company”), effective as of the Effective Date (defined below). The purpose of this Agreement is to provide assurances of specified benefits to Executive whose employment is subject to b

March 16, 2017 EX-10.54

[COMPANY LETTERHEAD]

Exhibit 10.54 [COMPANY LETTERHEAD] August 12, 2014 Henrik Gerdes [address] Dear Henrik, On behalf of Rocket Fuel, Inc. (“Rocket Fuel”), I am pleased to offer you full-time employment with Rocket Fuel on the terms and conditions contained in this letter (the “Offer Letter”). Your title will be Corporate Controller, Redwood City, CA and you will report to Bela Pandya, VP, Finance. Your annual salary

March 16, 2017 EX-10.63

ROCKET FUEL MANAGEMENT RETENTION AGREEMENT

Exhibit 10.63 ROCKET FUEL MANAGEMENT RETENTION AGREEMENT This Management Retention Agreement (the “Agreement”) is made and entered into by and between Rick Song (the “Executive”) and Rocket Fuel Inc. (the “Company”), effective as of the Effective Date (defined below). The purpose of this Agreement is to provide assurances of specified benefits to Executive whose employment is subject to being invo

March 16, 2017 EX-10.59

AMENDMENT NO. 1 EMPLOYMENT AGREEMENT BETWEEN ROCKET FUEL LIMITED AND DAVID GOSEN

EX-10.59 9 exh1059amendmentno1togosen.htm EXHIBIT 10.59 Exhibit 10.59 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT BETWEEN ROCKET FUEL LIMITED AND DAVID GOSEN This Amendment No. 1 (the “Amendment”) effective from April 6, 2017 (the “Effective Date”) amends the employment agreement (the “Employment Agreement”) by and between Rocket Fuel Limited (the “Company”) and David Gosen (the “Employee”) dated May

March 16, 2017 EX-10.53

June 27th, 2012

Exhibit 10.53 June 27th, 2012 JoAnn Covington [address] Dear JoAnn, On behalf of Rocket Fuel, Inc. (“Rocket Fuel”), I am pleased to offer you full-time employment with Rocket Fuel on the terms and conditions contained in this letter (the “Offer Letter”). Your title will be Vice President, General Counsel and you will report to Peter Bardwick, Chief Financial Officer. Your annual salary will be $22

March 16, 2017 EX-10.62

ROCKET FUEL MANAGEMENT RETENTION AGREEMENT

Exhibit 10.62 ROCKET FUEL MANAGEMENT RETENTION AGREEMENT This Management Retention Agreement (the “Agreement”) is made and entered into by and between Rex Jackson (the “Executive”) and Rocket Fuel Inc. (the “Company”), effective as of the Effective Date (defined below). The purpose of this Agreement is to provide assurances of specified benefits to Executive whose employment is subject to being in

March 16, 2017 EX-10.57

Rocket Fuel Ltd company registration number: 07488984 Registered office: 34 Bow Street, London, UK, WC2E 7AU VAT registration number: 109434327

Exhibit 10.57 Exhibit A [COMPANY LOGO] Strictly Private & Confidential To be Read by Addressee Only David Gosen [address] 03 May 2016 Dear David I am pleased to offer you the position of SVP International at Rocket Fuel Limited (the "Company"). Your employment will be on the terms and conditions set out in more detail in a contract of employment which will be sent to you in due course. Main terms

March 16, 2017 EX-12.1

Statement re Computation of Ratio of Earnings to Fixed Charges and Preference Dividends For the Year Ended December 31, 2011 2012 2013 2014 2015 2016 (in thousands) Earnings: Loss before provision for income taxes $ (4,198 ) $ (8,450 ) $ (16,882 ) $

Exhibit 12.1 Statement re Computation of Ratio of Earnings to Fixed Charges and Preference Dividends For the Year Ended December 31, 2011 2012 2013 2014 2015 2016 (in thousands) Earnings: Loss before provision for income taxes $ (4,198 ) $ (8,450 ) $ (16,882 ) $ (72,221 ) $ (213,209 ) $ (67,962 ) Add: Fixed charges, as below 413 723 1,996 6,771 8,471 8,159 Deficiency of earnings to fixed charges $

March 16, 2017 EX-10.55

[COMPANY LOGO] Rocket Fuel Inc. 1900 Seaport Boulevard Pacific Shores Center Redwood City, CA 94063 Phone: 650.517.1300 June 30, 2016

Exhibit 10.55 [COMPANY LOGO] Rocket Fuel Inc. 1900 Seaport Boulevard Pacific Shores Center Redwood City, CA 94063 Phone: 650.517.1300 June 30, 2016 Rick Song [address] Dear Rick: On behalf of Rocket Fuel Inc. (“Rocket Fuel” or the “Company”), I am pleased to offer you the position of Chief Revenue Officer (“CRO”) of Rocket Fuel. You will report directly to Randy Wootton, CEO. You will work primari

March 16, 2017 EX-10.58

ROCKET FUEL LIMITED DAVID GOSEN EMPLOYMENT AGREEMENT

Exhibit 10.58 [COMPANY LOGO] ROCKET FUEL LIMITED AND DAVID GOSEN EMPLOYMENT AGREEMENT 2 This Agreement is between: Rocket Fuel Limited of 34 Bow Street, London, WC2E 7AU (the " Employer"); and David Gosen of [address] ("you") . 1 Starting employment 1.1 Your employment under this Agreement will start on 3 June 2016, subject to the conditions set out in the offer letter dated 5 May 2016 being satis

March 16, 2017 EX-10.61

ROCKET FUEL MANAGEMENT RETENTION AGREEMENT

Exhibit 10.61 ROCKET FUEL MANAGEMENT RETENTION AGREEMENT This Management Retention Agreement (the “Agreement”) is made and entered into by and between David Gosen (the “Executive”) and Rocket Fuel Inc. (the “Company”), effective as of the Effective Date (defined below). The purpose of this Agreement is to provide assurances of specified benefits to Executive whose employment is subject to being in

March 8, 2017 8-K

Regulation FD Disclosure

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 8, 2017 Rocket Fuel Inc. (Exact name of registrant as specified in its charter) Delaware 001-36071 30-0472319 (State or other jurisdiction of incorporation) (Commission

March 3, 2017 SC 13G/A

FUEL / Rocket Fuel Inc. / John George H. - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) ROCKET FUEL INC. (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE PER SHARE (Title of Class of Securities) 773111 109 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi

February 21, 2017 EX-10.1

SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT

Exhibit Exhibit 10.1 SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT THIS SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (? Amendment ?) is made as of the 14th day of February, 2017, by and among Rocket Fuel Inc. (? Borrower ?), the Lenders (as defined below) party hereto and Comerica Bank, as administrative agent for

February 21, 2017 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 14, 2017 Rocket Fuel Inc. (Exact name of registrant as specified in its charter) Delaware 001-36071 30-0472319 (State or other jurisdiction of incorporation) (Commiss

February 21, 2017 EX-99.1

Rocket Fuel Reports Financial Results for the Fourth Quarter and Full Year 2016 Company Generates $21 Million in Operating Cash Flow and $4.6 Million in Non-GAAP Free Cash Flow in the Full Year

Exhibit Rocket Fuel Reports Financial Results for the Fourth Quarter and Full Year 2016 Company Generates $21 Million in Operating Cash Flow and $4.

February 14, 2017 SC 13G/A

FUEL / Rocket Fuel Inc. / M&G INVESTMENT MANAGEMENT LTD - ROCKET FUEL INC. Passive Investment

Rocket Fuel Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* Rocket Fuel Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 773111109 (CUSIP Number) 31st December 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

February 13, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 7, 2017 Rocket Fuel Inc. (Exact name of registrant as specified in its charter) Delaware 001-36071 30-0472319 (State or other jurisdiction of incorporation) (Commissi

February 13, 2017 EX-10.1

ROCKET FUEL INC. 2013 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT NOTICE OF GRANT OF RESTRICTED STOCK UNITS

Exhibit Exhibit 10.1 ROCKET FUEL INC. 2013 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT NOTICE OF GRANT OF RESTRICTED STOCK UNITS Unless otherwise defined herein, the terms defined in the 2013 Equity Incentive Plan (the ?Plan?) shall have the same defined meanings in this Restricted Stock Unit Award Agreement, including the Notice of Grant of Restricted Stock Units (the ?Notice of G

February 10, 2017 SC 13G/A

FUEL / Rocket Fuel Inc. / Ninth MDV Partners, L.L.C. - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

January 9, 2017 EX-99.1

Rocket Fuel Continues Shift to Platform Business with Restructuring Initiative Changes designed to accelerate long-term goal of achieving predictive marketing leadership

Exhibit Exhibit 99.1 Rocket Fuel Continues Shift to Platform Business with Restructuring Initiative Changes designed to accelerate long-term goal of achieving predictive marketing leadership REDWOOD CITY, Calif., January 9, 2017 ? Rocket Fuel (NASDAQ: FUEL), a leading predictive marketing platform provider, today announces organizational changes that are expected to accelerate its ongoing transfor

January 9, 2017 8-K

Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 9, 2017 Rocket Fuel Inc. (Exact name of registrant as specified in its charter) Delaware 001-36071 30-0472319 (State or other jurisdiction of incorporation) (Commissio

January 3, 2017 EX-10.1

FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT

Exhibit Exhibit 10.1 FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT THIS FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (? Amendment ?) is made as of the 29th day of December, 2016 by and among Rocket Fuel Inc. (? Borrower ?), the Lenders (as defined below) party hereto and Comerica Bank, as administrative agent for

January 3, 2017 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 29, 2016 Rocket Fuel Inc. (Exact name of registrant as specified in its charter) Delaware 001-36071 30-0472319 (State or other jurisdiction of incorporation) (Commiss

December 6, 2016 SC 13G/A

FUEL / Rocket Fuel Inc. / M&G INVESTMENT MANAGEMENT LTD - ROCKET FUEL INC. Passive Investment

Rocket Fuel Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Rocket Fuel Inc (Name of Issuer) Common Stock (Title of Class of Securities) 773111109 (CUSIP Number) 30th November 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

November 10, 2016 EX-24

EX-24

LIMITED POWER OF ATTORNEY SECURITIES LAW COMPLIANCE SEC EDGAR FORM ID FORM 3 FORM 4 FORM 5 The undersigned, Stephen Snyder, hereby constitutes and appoints Ken Scully, Julie Chen and JoAnn Covington, of Rocket Fuel Inc.

November 8, 2016 10-Q

Rocket Fuel 10-Q (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36

November 8, 2016 EX-10.3

October 23, 2016

Rocket Fuel Inc. 1900 Seaport Boulevard Pacific Shores Center Redwood City, CA 94063 Phone: 650.517.1300 October 23, 2016 Stephen Snyder Dear Stephen: On behalf of Rocket Fuel Inc. (“Rocket Fuel” or the “Company”), I am pleased to offer you the position of Chief Financial Officer of Rocket Fuel. You will report directly to Randy Wootton, CEO. You will work primarily from our office in Redwood City

November 8, 2016 EX-10.4

ROCKET FUEL MANAGEMENT RETENTION AGREEMENT

ROCKET FUEL MANAGEMENT RETENTION AGREEMENT This Management Retention Agreement (the “Agreement”) is made and entered into by and between Stephen Snyder (the “Executive”) and Rocket Fuel Inc.

November 1, 2016 EX-24

EX-24

LIMITED POWER OF ATTORNEY SECURITIES LAW COMPLIANCE SEC EDGAR FORM ID FORM 3 FORM 4 FORM 5 The undersigned, Henrik Gerdes, hereby constitutes and appoints Ken Scully, Julie Chen and JoAnn Covington, of Rocket Fuel Inc.

October 26, 2016 8-K

Regulation FD Disclosure

8-K 1 a2016supplementalinformati.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 26, 2016 Rocket Fuel Inc. (Exact name of registrant as specified in its charter) Delaware 001-36071 30-0472319 (State or other jurisdic

October 25, 2016 8-K

Rocket Fuel 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 19, 2016 Rocket Fuel Inc. (Exact name of registrant as specified in its charter) Delaware 001-36071 30-0472319 (State or other jurisdiction of incorporation) (Commissi

October 25, 2016 EX-99.1

Rocket Fuel Reports Financial Results for Third Quarter 2016 and Announces Management Changes GAAP Operating Cash Flow of $8.3 Million and Non-GAAP Free Cash Flow of $3.8 Million in the Third Quarter of 2016

Exhibit Exhibit 99.1 Rocket Fuel Reports Financial Results for Third Quarter 2016 and Announces Management Changes GAAP Operating Cash Flow of $8.3 Million and Non-GAAP Free Cash Flow of $3.8 Million in the Third Quarter of 2016 REDWOOD CITY, Calif., October 25, 2016 - Rocket Fuel Inc. (NASDAQ: FUEL), a leading programmatic marketing platform provider, today announced financial results for the thi

October 25, 2016 EX-10.1

LEASE TERMINATION AND RELEASE AGREEMENT

Exhibit Exhibit 10.1 LEASE TERMINATION AND RELEASE AGREEMENT THIS LEASE TERMINATION AND RELEASE AGREEMENT ("Agreement") is made and entered into as of this 21st day of October, 2016 (the "Effective Date") by and between GOOGLE INC., a Delaware corporation ("Landlord"), and ROCKET FUEL INC., a Delaware corporation ("Tenant"). R E C I T A L S : A. Landlord (as successor in interest to VII Pac Shores

September 21, 2016 EX-10.1

FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT

Exhibit Exhibit 10.1 EXECUTION VERSION FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT THIS FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (? Amendment ?) is made as of the 15th day of September, 2016 by and among Rocket Fuel Inc. (? Borrower ?), the Lenders (as defined below) party hereto and Comerica Bank, as admi

September 21, 2016 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 29, 2016 Rocket Fuel Inc. (Exact name of registrant as specified in its charter) Delaware 001-36071 30-0472319 (State or other jurisdiction of incorporation) (Commission File Nu

September 15, 2016 EX-24

EX-24

LIMITED POWER OF ATTORNEY SECURITIES LAW COMPLIANCE SEC EDGAR FORM ID FORM 3 FORM 4 FORM 5 The undersigned, Richard Pittenger, hereby constitutes and appoints Ken Scully, Julie Chen and JoAnn Covington, of Rocket Fuel Inc.

August 12, 2016 424B2

PROSPECTUS SUPPLEMENT (to prospectus dated August 11, 2016) As filed pursuant to Rule 424(b)(2) Registration No. 333-211261 Up to $30,000,000 Common Stock

Document PROSPECTUS SUPPLEMENT (to prospectus dated August 11, 2016) As filed pursuant to Rule 424(b)(2) Registration No.

August 9, 2016 S-3/A

Rocket Fuel S-3/A

Document As filed with the Securities and Exchange Commission on August 9, 2016 Registration No.

August 9, 2016 S-3/A

Rocket Fuel S-3/A

Document As filed with the Securities and Exchange Commission on August 9, 2016 Registration No.

August 9, 2016 CORRESP

Rocket Fuel ESP

Document ROCKET FUEL INC. 1900 SEAPORT BLVD. REDWOOD CITY, CA 94063 August 9, 2016 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jan Woo Ji Shin Re: Rocket Fuel Inc. Registration Statement on Form S-3 File No. 333-211261 Acceleration Request Requested Date: August 11, 2016 Requested Time: 5:00 P.M. Eastern Time Ladie

August 8, 2016 10-Q

Rocket Fuel 10-Q (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36071 R

August 8, 2016 EX-3.2

SECOND AMENDED AND RESTATED BYLAWS OF ROCKET FUEL INC. (initially adopted on March 25, 2008) (as amended and restated on August 1, 2013 and effective as of the closing of the corporation’s initial public offering) (as further amended and restated on

Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF ROCKET FUEL INC. (initially adopted on March 25, 2008) (as amended and restated on August 1, 2013 and effective as of the closing of the corporation’s initial public offering) (as further amended and restated on June 14, 2016, as approved by the stockholders at the corporation’s 2016 annual meeting of stockholders) TABLE OF CONTENTS Page ARTICLE I

August 2, 2016 EX-99.1

Rocket Fuel Reports Financial Results for Second Quarter 2016 GAAP Operating Cash Flow of $5.2 Million and Non-GAAP Free Cash Flow of $0.9 Million in the Second Quarter of 2016 GAAP Net Loss Improved $7.7 Million and Non-GAAP Adjusted EBITDA Increase

EX-99.1 2 exh991earningsrelease-q220.htm EXHIBIT 99.1 Exhibit 99.1 Rocket Fuel Reports Financial Results for Second Quarter 2016 GAAP Operating Cash Flow of $5.2 Million and Non-GAAP Free Cash Flow of $0.9 Million in the Second Quarter of 2016 GAAP Net Loss Improved $7.7 Million and Non-GAAP Adjusted EBITDA Increased from $1.4 Million to $4.2 Million Year-on-Year REDWOOD CITY, Calif., August 2, 20

August 2, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

8-K 1 a2016q28-kearningscro080216.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 25, 2016 Rocket Fuel Inc. (Exact name of registrant as specified in its charter) Delaware 001-36071 30-0472319 (State or other jurisdicti

July 28, 2016 EX-24

EX-24

LIMITED POWER OF ATTORNEY SECURITIES LAW COMPLIANCE SEC EDGAR FORM ID FORM 3 FORM 4 FORM 5 The undersigned, Richard Song, hereby constitutes and appoints Ken Scully, Julie Chen and JoAnn Covington, of Rocket Fuel Inc.

July 6, 2016 S-3/A

Rocket Fuel S-3/A

Document As filed with the Securities and Exchange Commission on July 6, 2016 Registration No.

July 6, 2016 CORRESP

Rocket Fuel ESP

Document Rocket Fuel Inc. 1900 Seaport Boulevard Pacific Shores Center Redwood City, CA 94063 Phone: 650.517.1300 July 6, 2016 Via EDGAR and Overnight Delivery U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Ji Shin Jan Woo Re: Rocket Fuel Inc. Registration Statement on Form S-3 Filed May 10, 2016 File No. 333-211261 Ladies

June 22, 2016 EX-10.1

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT

Exhibit Exhibit 10.1 EXECUTION VERSION THIRD AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (? Amendment ?) is made as of this 21 st day of June, 2016 by and among Rocket Fuel Inc. (? Borrower ?), the Lenders (as defined below) party hereto and Comerica Bank, as administr

June 22, 2016 EX-16.1

June 20, 2016

Exhibit Exhibit 16.1 June 20, 2016 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of Rocket Fuel Inc.?s Current Report on Form 8-K dated June 20, 2016, and have the following comments: 1. We agree with the statements made in the second, third and fourth paragraphs. 2. We have no basis on which to agree or disagree with the

June 22, 2016 8-K

Rocket Fuel 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 20, 2016 Rocket Fuel Inc. (Exact name of registrant as specified in its charter) Delaware 001-36071 30-0472319 (State or other jurisdiction of incorporation) (Commission

June 21, 2016 10-K/A

Rocket Fuel 10-K/A (Annual Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

June 15, 2016 8-K

Rocket Fuel 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 14, 2016 Rocket Fuel Inc. (Exact name of registrant as specified in its charter) Delaware 001-36071 30-0472319 (State or other jurisdiction of incorporation) (Commission

June 13, 2016 SC TO-I/A

Rocket Fuel SC TO-I/A

Document SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to SCHEDULE TO (Rule 13e-4) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Rocket Fuel Inc. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Options to Purchase Common Stock, $0.001 par value (Title of Class of Securities) 773111109 (CUSIP Number of Cla

June 3, 2016 SC TO-I/A

Rocket Fuel SC TO-I/A

Document SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to SCHEDULE TO (Rule 13e-4) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Rocket Fuel Inc. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Options to Purchase Common Stock, $0.001 par value (Title of Class of Securities) 773111109 (CUSIP Number of Cla

June 3, 2016 EX-99.(A)(1)(H)

[Email to be sent to eligible option holders who have not logged into offer website]

Exhibit Exhibit (a)(1)(H) [Email to be sent to eligible option holders who have not logged into offer website] Dear XXXXX, As previously announced, Rocket Fuel is currently offering to exchange certain outstanding underwater options for a lesser number of new options with a new exercise price, subject to a new vesting schedule (the “Offer”).

May 13, 2016 EX-99.(A)(1)(G)

EX-99.(A)(1)(G)

May 13, 2016 EX-99.(A)(1)(E)

[FOR ELECTIONS BY U.S. MAIL (OR OTHER POST) OR FEDERAL EXPRESS (OR SIMILAR DELIVERY SERVICE)] Confirmation e-mail to option holders who elect to participate in the option exchange program via U.S. mail (or other post) or Federal Express (or similar d

Exhibit (a)(1)(E) [FOR ELECTIONS BY U.S. MAIL (OR OTHER POST) OR FEDERAL EXPRESS (OR SIMILAR DELIVERY SERVICE)] Confirmation e-mail to option holders who elect to participate in the option exchange program via U.S. mail (or other post) or Federal Express (or similar delivery service) Rocket Fuel Inc. (alternatively referred to as “Rocket Fuel,” the “Company,” “we,” “our” or “us”) has received your

May 13, 2016 EX-99.(A)(1)(C)

ROCKET FUEL INC. OFFER TO EXCHANGE CERTAIN OUTSTANDING OPTIONS FOR NEW OPTIONS ELECTION FORM

Exhibit (a)(1)(C) ROCKET FUEL INC. OFFER TO EXCHANGE CERTAIN OUTSTANDING OPTIONS FOR NEW OPTIONS ELECTION FORM Before deciding whether to submit this election form, please make sure you have read and understand the documents that make up this offer (the “Offer”) to exchange certain outstanding underwater options for a lesser number of new options with a new exercise price, subject to a new vesting

May 13, 2016 EX-99.(A)(1)(F)

Forms of Reminder E-mails - Dates may change if expiration date of Offer is extended

Exhibit (a)(1)(F) Forms of Reminder E-mails - Dates may change if expiration date of Offer is extended May 20, 2016 - One Week After Offer Commences This is a reminder that Rocket Fuel’s voluntary offer (the “Offer”) to exchange certain outstanding underwater options for a lesser number of new options with a new exercise price, subject to a new vesting schedule, is scheduled to expire at 9:00 p.

May 13, 2016 EX-99.(A)(1)(D)

ROCKET FUEL INC. OFFER TO EXCHANGE CERTAIN OUTSTANDING OPTIONS FOR NEW OPTIONS WITHDRAWAL FORM COMPLETE AND RETURN THIS FORM ONLY IF YOU HAVE CHANGED YOUR MIND AND YOU DO NOT WANT TO EXCHANGE SOME OR ALL OF YOUR ELIGIBLE OPTION GRANTS FOR WHICH YOU H

Exhibit (a)(1)(D) ROCKET FUEL INC. OFFER TO EXCHANGE CERTAIN OUTSTANDING OPTIONS FOR NEW OPTIONS WITHDRAWAL FORM COMPLETE AND RETURN THIS FORM ONLY IF YOU HAVE CHANGED YOUR MIND AND YOU DO NOT WANT TO EXCHANGE SOME OR ALL OF YOUR ELIGIBLE OPTION GRANTS FOR WHICH YOU HAVE SUBMITTED AN ELECTION You previously received (1) the Offer to Exchange Certain Outstanding Options for New Options, or the “Off

May 13, 2016 SC TO-I

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 13e‑4) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Rocket Fuel Inc. (Name of Subject Company (Issuer) and Filing Person (

SEC Document SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 13e?4) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Rocket Fuel Inc. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Options to Purchase Common Stock, $0.001 par value (Title of Class of Securities) 773111109 (CUSIP Number of Class of Securitie

May 13, 2016 EX-99.(A)(1)(A)

ROCKET FUEL INC. OFFER TO EXCHANGE CERTAIN OUTSTANDING OPTIONS FOR NEW OPTIONS This document constitutes part of the prospectus relating to the 2013 Equity Incentive Plan and the 2008 Equity Incentive Plan covering securities that have been registere

Exhibit (a)(1)(A) ROCKET FUEL INC. OFFER TO EXCHANGE CERTAIN OUTSTANDING OPTIONS FOR NEW OPTIONS This document constitutes part of the prospectus relating to the 2013 Equity Incentive Plan and the 2008 Equity Incentive Plan covering securities that have been registered under the Securities Act of 1933, as amended. May 13, 2016 ROCKET FUEL INC. Offer to Exchange Certain Outstanding Options for New

May 13, 2016 EX-99.(A)(1)(B)

FORM OF COVER E-MAILS

Exhibit (a)(1)(B) FORM OF COVER E-MAILS From: JoAnn Covington To: All Eligible Option Holders Subject: Rocket Fuel Stock Option Exchange Program Date: May 13, 2016 I am pleased to announce that today, Rocket Fuel Inc.

May 10, 2016 10-Q

Rocket Fuel 10-Q (Quarterly Report)

SEC Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36

May 10, 2016 EX-12.1

Statement re Computation of Ratio of Earnings to Fixed Charges and Preference Dividends For the Year Ended December 31, Three Months Ended March 31, 2011 2012 2013 2014 2015 2016 (in thousands) Earnings: Loss before provision for income taxes $ (4,19

Exhibit 12.1 Statement re Computation of Ratio of Earnings to Fixed Charges and Preference Dividends For the Year Ended December 31, Three Months Ended March 31, 2011 2012 2013 2014 2015 2016 (in thousands) Earnings: Loss before provision for income taxes $ (4,198 ) $ (8,450 ) $ (16,882 ) $ (72,221 ) $ (213,209 ) $ (21,618 ) Add: Fixed charges, as below 413 723 1,996 6,771 8,471 2,314 Deficiency o

May 10, 2016 EX-10.11

SEPARATION AGREEMENT AND RELEASE

EX-10.11 5 exh1011thparseparationagt.htm EXHIBIT 10.11 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (“Agreement”) is made by and between Manu Thapar (“Employee”) and Rocket Fuel Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”). RECITALS WHEREAS, Employee signed an At-Will Employment, Confidential Information, Invent

May 10, 2016 EX-1.2

ROCKET FUEL INC. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales Agreement

EX-1.2 2 exh12atmsalesagreementfrom.htm EXHIBIT 1.2 Execution Copy ROCKET FUEL INC. Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales Agreement May 10, 2016 Cantor Fitzgerald & Co. 499 Park Avenue New York, NY 10022 Ladies and Gentlemen: Rocket Fuel Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald &

May 10, 2016 EX-99.1

Rocket Fuel Reports Financial Results for First Quarter 2016 Non-GAAP Net Revenue Grew 6% over the First Quarter of 2015 Non-GAAP Adjusted EBITDA Loss Narrowed to $2.6 Million, an $11 Million Improvement Year-on-Year

SEC Exhibit Rocket Fuel Reports Financial Results for First Quarter 2016 Non-GAAP Net Revenue Grew 6% over the First Quarter of 2015 Non-GAAP Adjusted EBITDA Loss Narrowed to $2.

May 10, 2016 8-K

Rocket Fuel 8-K (Current Report/Significant Event)

SEC Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 10, 2016 Rocket Fuel Inc. (Exact name of registrant as specified in its charter) Delaware 001-36071 30-0472319 (State or other jurisdiction of incorporation) (Commissi

May 10, 2016 EX-10.10

ROCKET FUEL MANAGEMENT RETENTION AGREEMENT

EX-10.10 4 exh1010thaparmra.htm EXHIBIT 10.10 ROCKET FUEL MANAGEMENT RETENTION AGREEMENT This Management Retention Agreement (the “Agreement”) is made and entered into by and between Manu Thapar (the “Executive”) and Rocket Fuel Inc. (the “Company”), effective as of the Effective Date (defined below). The purpose of this Agreement is to provide assurances of specified benefits to Executive whose e

May 10, 2016 EX-4.3

ROCKET FUEL, INC. AS TRUSTEE DATED AS OF _, 20_ SENIOR DEBT SECURITIES TABLE OF CONTENTS

EX-4.3 3 exh43formofseniorindenture.htm EXHIBIT 4.3 Exhibit 4.3 ROCKET FUEL, INC. TO , AS TRUSTEE INDENTURE DATED AS OF , 20 SENIOR DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 Section 1.1 Definitions. 1 Section 1.2 Compliance Certificates and Opinions. 6 Section 1.3 Form of Documents Delivered to Trustee. 7 Section 1.4 Acts of Holders;

May 10, 2016 S-3

As filed with the Securities and Exchange Commission on May 10, 2016 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S‑3 REGISTRATION STATEMENT Under The Securities Act of 1933 ROCKET FUEL INC. (Exac

As filed with the Securities and Exchange Commission on May 10, 2016 Registration No.

May 10, 2016 EX-10.8

Contents 1 Definitions and interpretation 1 2 Appointment 3 3 Term 3 4 Duties 3 5 Hours of work 4 6 Place of work 4 7 Expenses 4 8 Salary 5 9 Bonus 5 10 Pension 5 11 Share Option and Long Term Incentive Plan 5 12 Other Benefits 6 13 Holidays 6 14 Sic

Service Agreement (1) Rocket Fuel, Inc (2) Dominic Trigg Dated 8/1/2011 Osborne Clarke 2 Temple Back East Temple Quay Bristol BS1 6EG Telephone +44 (0) 117 917 3000 Fax +44 (0) 117 917 3005 Contents 1 Definitions and interpretation 1 2 Appointment 3 3 Term 3 4 Duties 3 5 Hours of work 4 6 Place of work 4 7 Expenses 4 8 Salary 5 9 Bonus 5 10 Pension 5 11 Share Option and Long Term Incentive Plan 5

May 10, 2016 EX-10.9

ROCKET FUEL MANAGEMENT RETENTION AGREEMENT

EX-10.9 3 exh19triggmra.htm EXHIBIT 10.9 ROCKET FUEL MANAGEMENT RETENTION AGREEMENT This Management Retention Agreement (the “Agreement”) is made and entered into by and between Dominic Trigg (the “Executive”) and Rocket Fuel Inc. (the “Company”), effective as of the Effective Date (defined below). The purpose of this Agreement is to provide assurances of specified benefits to Executive whose empl

May 10, 2016 EX-4.5

ROCKET FUEL, INC. AS TRUSTEE DATED AS OF _, 20_ SUBORDINATED DEBT SECURITIES TABLE OF CONTENTS Page Article 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 5 Section 1.1 Definitions. 5 Section 1.2 Compliance Certificates and Opinions. 11 Se

EX-4.5 4 exh45formofsubordinatedind.htm EXHIBIT 4.5 Exhibit 4.5 ROCKET FUEL, INC. TO , AS TRUSTEE INDENTURE DATED AS OF , 20 SUBORDINATED DEBT SECURITIES TABLE OF CONTENTS Page Article 1 DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 5 Section 1.1 Definitions. 5 Section 1.2 Compliance Certificates and Opinions. 11 Section 1.3 Form of Documents Delivered to Trustee. 11 Section 1.4 Section

April 29, 2016 SC 13G

FUEL / Rocket Fuel Inc. / Rocket Fuel Inc. - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G-A Under the Securities Exchange Act of 1934 (Amendment No. One) ROCKET FUEL INC. (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE PER SHARE (Title of Class of Securities) 773111 109 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

April 28, 2016 DEFA14A

Rocket Fuel DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a?6(e)(2))

April 28, 2016 DEF 14A

Rocket Fuel DEF 14A

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a?6(e)(2))

April 15, 2016 PRE 14A

Rocket Fuel PRE 14A

PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a?6(e)(2))

March 17, 2016 EX-24

EX-24

LIMITED POWER OF ATTORNEY SECURITIES LAW COMPLIANCE SEC EDGAR FORM ID FORM 3 FORM 4 FORM 5 The undersigned, Rex S.

March 15, 2016 S-8

Rocket Fuel S-8

S-8 1 s-8inducementplan.htm S-8 As filed with the Securities and Exchange Commission on March 14, 2016 Registration No. 333- United States Securities and Exchange Commission Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ROCKET FUEL INC. (Exact Name of Issuer as Specified in Its Charter) Delaware 30-0472319 (State or other jurisdiction of Incorporation or o

March 14, 2016 S-8

Rocket Fuel S-8

S-8 As filed with the Securities and Exchange Commission on March 14, 2016 Registration No.

March 14, 2016 10-K

Rocket Fuel 10-K (Annual Report)

10-K 1 form10-kdocumentfy2015.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commissio

March 14, 2016 EX-10.39

ROCKET FUEL MANAGEMENT RETENTION AGREEMENT AMENDMENT NO. ONE This Amendment No. One (the “Amendment”) to Management Retention Agreement amends the Management Retention Agreement (the “Agreement”) made and entered into by and between Richard Frankel (

EX-10.39 11 exh1039frankelrichardame.htm EXHIBIT 10.39 ROCKET FUEL MANAGEMENT RETENTION AGREEMENT AMENDMENT NO. ONE This Amendment No. One (the “Amendment”) to Management Retention Agreement amends the Management Retention Agreement (the “Agreement”) made and entered into by and between Richard Frankel (the “Executive”) and Rocket Fuel Inc. (the “Company”), effective as of May 6, 2015. All capital

March 14, 2016 EX-10.33

EX-10.33

a1033rfiflgpartnersconsu

March 14, 2016 EX-10.37

ROCKET FUEL INC. 2016 INDUCEMENT EQUITY INCENTIVE PLAN

ROCKET FUEL INC. 2016 INDUCEMENT EQUITY INCENTIVE PLAN 1.Purposes of the Plan. The purposes of this Plan are to attract and retain the best available personnel for positions of substantial responsibility by providing an inducement material to individuals’ entering into employment with the Company or any Parent or Subsidiary of the Company. The Plan permits the grant of Nonstatutory Stock Options,

March 14, 2016 EX-10.35

ROCKET FUEL INC. OUTSIDE DIRECTOR COMPENSATION POLICY (Effective March 10, 2016)

ROCKET FUEL INC. OUTSIDE DIRECTOR COMPENSATION POLICY (Effective March 10, 2016) Rocket Fuel Inc. (the “Company”) believes that the granting of equity and cash compensation to members of its Board of Directors (the “Board,” and members of the Board, “Directors”) represents a powerful tool to attract, retain and reward Directors who are not employees of the Company (“Outside Directors”). This Outsi

March 14, 2016 EX-10.30

Rocket Fuel Inc. 1900 Seaport Boulevard Pacific Shores Center Redwood City, CA 94063 Phone: 650.517.1300 October 31, 2015 E Randolph Wootton III Dear Randy: On behalf of Rocket Fuel Inc. (“Rocket Fuel” or the “Company”), I am pleased to offer you the

a1030rocketfuelceoofferl Rocket Fuel Inc. 1900 Seaport Boulevard Pacific Shores Center Redwood City, CA 94063 Phone: 650.517.1300 October 31, 2015 E Randolph Wootton III Dear Randy: On behalf of Rocket Fuel Inc. (“Rocket Fuel” or the “Company”), I am pleased to offer you the position of Chief Executive Officer (“CEO”) of Rocket Fuel. You will report directly to the Board of Directors (“Board”) and

March 14, 2016 EX-10.32

Page 1 of 10 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (“Agreement”) is made by and between David Sankaran (“Employee”) and Rocket Fuel Inc. (the “Company”) (collectively referred to as the “Parties” or individually refer

a1032rocketfuelsankarans Page 1 of 10 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (“Agreement”) is made by and between David Sankaran (“Employee”) and Rocket Fuel Inc.

March 14, 2016 EX-10.40

Rocket Fuel Inc. 1900 Seaport Boulevard Pacific Shores Center Redwood City, CA 94063 Phone: 650.517.1300 February 12, 2016 Rex Jackson Dear Rex: On behalf of Rocket Fuel Inc. (“Rocket Fuel” or the “Company”), I am pleased to offer you the position of

a1040rocketfuelcfoofferl Rocket Fuel Inc. 1900 Seaport Boulevard Pacific Shores Center Redwood City, CA 94063 Phone: 650.517.1300 February 12, 2016 Rex Jackson Dear Rex: On behalf of Rocket Fuel Inc. (“Rocket Fuel” or the “Company”), I am pleased to offer you the position of Chief Financial Officer (“CFO”) of Rocket Fuel. You will report directly to Randy Wootton, CEO. You will work primarily from

March 14, 2016 EX-21.1

SUBSIDIARIES OF ROCKET FUEL INC. Entity Jurisdiction Rocket Fuel Ltd United Kingdom Rocket Fuel GmbH Germany Rocket Science Media Inc. Canada Rocket Fuel Publicidade Ltda Brazil X Plus Two Solutions, LLC United States X Plus One Solutions, Inc. Unite

Exhibit 21.1 SUBSIDIARIES OF ROCKET FUEL INC. Entity Jurisdiction Rocket Fuel Ltd United Kingdom Rocket Fuel GmbH Germany Rocket Science Media Inc. Canada Rocket Fuel Publicidade Ltda Brazil X Plus Two Solutions, LLC United States X Plus One Solutions, Inc. United States WirelessDeveloper, Inc. United States Wireless Artist LLC United States

March 14, 2016 EX-10.36

ROCKET FUEL INC. 2013 EMPLOYEE STOCK PURCHASE PLAN (as amended and restated March 9, 2016) 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common Stock through ac

exh10362013esppamendedth ROCKET FUEL INC. 2013 EMPLOYEE STOCK PURCHASE PLAN (as amended and restated March 9, 2016) 1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Companies with an opportunity to purchase Common Stock through accumulated Contributions. The Company intends for the Plan to have two components: a Code Section 423 Component (“423 Componen

March 14, 2016 EX-10.34

EX-10.34

a1034rocketfuelgeorgejoh

March 14, 2016 EX-10.31

ROCKET FUEL MANAGEMENT RETENTION AGREEMENT This Management Retention Agreement (the “Agreement”) is made and entered into by and between Randy Wootton (the “Executive”) and Rocket Fuel Inc. (the “Company”), effective as of the Effective Date (defined

a1031rocketfuelrandywoot ROCKET FUEL MANAGEMENT RETENTION AGREEMENT This Management Retention Agreement (the “Agreement”) is made and entered into by and between Randy Wootton (the “Executive”) and Rocket Fuel Inc.

March 14, 2016 EX-10.38

EX-10.38

exh1038160310executedsec

March 2, 2016 EX-99.1

Transcription of Rocket Fuel CEO E. Randolph Wootton III's Recorded Remarks to Rocket Fuel Employees, March 2, 2016:

Exhibit Transcription of Rocket Fuel CEO E. Randolph Wootton III's Recorded Remarks to Rocket Fuel Employees, March 2, 2016: What I'm talking about is an option exchange program. OK? An option exchange program is for people who have options where the price of the option is higher than the current market value. I am pleased to announce that our Board of Directors has authorized management to take p

March 2, 2016 EX-99.2

EX-99.2

Exhibit

March 2, 2016 SC TO-C

Rocket Fuel SC TO-C

SC TO-C SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 13e?4) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 Rocket Fuel Inc. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Options to Purchase Common Stock, $0.001 par value (Title of Class of Securities) 773111109 (CUSIP Number of Class of Securities? Un

February 24, 2016 EX-99.2

Rocket Fuel Names Rex Jackson as Chief Financial Officer

Exhibit Rocket Fuel Names Rex Jackson as Chief Financial Officer REDWOOD CITY, Calif.

February 24, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

8-K 1 form8-kcurrentreportq42015.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 24, 2016 Rocket Fuel Inc. (Exact name of registrant as specified in its charter) Delaware 001-36071 30-0472319 (State or other jurisdi

February 24, 2016 EX-99.1

Rocket Fuel Reports Financial Results for the Fourth Quarter and Full Year 2015 Full Year Revenue Grew 13% and Non-GAAP Net Revenue Grew 16% Year over Year Positive Adjusted EBITDA for the Fourth Quarter and Full Year Rex Jackson to Join the Company

EX-99.1 2 exh991earningsrelease-q420.htm EXHIBIT 99.1 Rocket Fuel Reports Financial Results for the Fourth Quarter and Full Year 2015 Full Year Revenue Grew 13% and Non-GAAP Net Revenue Grew 16% Year over Year Positive Adjusted EBITDA for the Fourth Quarter and Full Year Rex Jackson to Join the Company as Chief Financial Officer REDWOOD CITY, California - February 24, 2016 - Rocket Fuel Inc. (NASD

February 16, 2016 SC 13G/A

FUEL / Rocket Fuel Inc. / Nokia Growth Partners II, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 v431650sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 1)* Rocket Fuel Inc. (Name of Issuer) Common Stock, Par Value US$0.001 Per Share (“Shares”) (Title of Class of Securities) 773111109 (CUS

February 16, 2016 SC 13G

FUEL / Rocket Fuel Inc. / Rocket Fuel Inc. - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) ROCKET FUEL INC. (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE PER SHARE (Title of Class of Securities) 773111 109 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic

February 11, 2016 SC 13G/A

FUEL / Rocket Fuel Inc. / M&G INVESTMENT MANAGEMENT LTD - ROCKET FUEL INC Passive Investment

Rocket Fuel Inc UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Rocket Fuel Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 773111109 (CUSIP Number) 31st December 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

January 21, 2016 EX-99.1

Nielsen Global President John Lewis Joins Rocket Fuel Board of Directors Lewis Chosen for Experience Creating Value for Marketers Through Consumer Insights

Exhibit Nielsen Global President John Lewis Joins Rocket Fuel Board of Directors Lewis Chosen for Experience Creating Value for Marketers Through Consumer Insights REDWOOD CITY, Calif.

January 21, 2016 EX-10.1

ROCKET FUEL INC. OUTSIDE DIRECTOR COMPENSATION POLICY (Effective December 22, 2015)

Exhibit ROCKET FUEL INC. OUTSIDE DIRECTOR COMPENSATION POLICY (Effective December 22, 2015) Rocket Fuel Inc. (the ? Company ?) believes that the granting of equity and cash compensation to members of its Board of Directors (the ? Board ,? and members of the Board, ? Directors ?) represents a powerful tool to attract, retain and reward Directors who are not employees of the Company (? Outside Direc

January 21, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 19, 2016 Rocket Fuel Inc. (Exact name of registrant as specified in its charter) Delaware 001-36071 30-0472319 (State or other jurisdiction of incorporation) (Commission File N

January 20, 2016 EX-24

EX-24

LIMITED POWER OF ATTORNEY SECURITIES LAW COMPLIANCE SEC EDGAR FORM ID FORM 3 FORM 4 FORM 5 The undersigned, John Jasper Lewis, hereby constitutes and appoints Ken Scully, Virginia Coles and JoAnn Covington, of Rocket Fuel Inc.

December 1, 2015 EX-24

EX-24

LIMITED POWER OF ATTORNEY SECURITIES LAW COMPLIANCE SEC EDGAR FORM ID FORM 3 FORM 4 FORM 5 The undersigned, Cal R.

November 17, 2015 8-K

Rocket Fuel 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 11, 2015 Rocket Fuel Inc. (Exact name of registrant as specified in its charter) Delaware 001-36071 30-0472319 (State or other jurisdiction of incorporation) (Commission F

November 12, 2015 EX-24

EX-24

LIMITED POWER OF ATTORNEY SECURITIES LAW COMPLIANCE SEC EDGAR FORM ID FORM 3 FORM 4 FORM 5 The undersigned, Emmett Randolph Wootton III, hereby constitutes and appoints Ken Scully, Virginia Coles and JoAnn Covington, of Rocket Fuel Inc.

November 6, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36071 ROCKE

November 4, 2015 8-K

Rocket Fuel 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 30, 2015 Rocket Fuel Inc. (Exact name of registrant as specified in its charter) Delaware 001-36071 30-0472319 (State or other jurisdiction of incorporation) (Commission Fi

November 4, 2015 EX-99.1

Rocket Fuel Names Former Salesforce.com and Microsoft Executive Randy Wootton as Chief Executive Officer Board Taps Wootton, Rocket Fuel’s Chief Revenue Officer Since March, Based on Track Record Scaling Global Operations, SaaS and Marketing Tech Exp

Exhibit Rocket Fuel Names Former Salesforce.com and Microsoft Executive Randy Wootton as Chief Executive Officer Board Taps Wootton, Rocket Fuel?s Chief Revenue Officer Since March, Based on Track Record Scaling Global Operations, SaaS and Marketing Tech Expertise, and Success Driving Change REDWOOD CITY, Calif., Nov. 4, 2015 - Rocket Fuel (NASDAQ: FUEL), a leading Programmatic Marketing Platform

November 4, 2015 EX-99.1

Rocket Fuel Reports Financial Results for Third Quarter 2015, Appoints New CEO and Announces Management Changes Revenue Grew 10% and Non-GAAP Net Revenue Grew 15% Year over Year Company Reports Positive Adjusted EBITDA in the Third Quarter

Exhibit Rocket Fuel Reports Financial Results for Third Quarter 2015, Appoints New CEO and Announces Management Changes Revenue Grew 10% and Non-GAAP Net Revenue Grew 15% Year over Year Company Reports Positive Adjusted EBITDA in the Third Quarter REDWOOD CITY, Calif.

November 4, 2015 8-K

Rocket Fuel 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 4, 2015 Rocket Fuel Inc. (Exact name of registrant as specified in its charter) Delaware 001-36071 30-0472319 (State or other jurisdiction of incorporation) (Commission Fi

October 13, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 7, 2015 Rocket Fuel Inc. (Exact name of registrant as specified in its charter) Delaware 001-36071 30-0472319 (State or other jurisdiction of incorporation) (Commission File Nu

September 10, 2015 CORRESP

Rocket Fuel ESP

CORRESP Rocket Fuel Inc. 1900 Seaport Boulevard Pacific Shores Center Redwood City, CA 94063 Phone: 650.517.1300 September 10, 2015 Via EDGAR and Overnight Delivery U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Morgan Youngwood Re: Rocket Fuel Inc. CIK No. 0001477200 Dear Mr. Youngwood: Rocket Fuel Inc. (? Rocket Fuel ? o

September 8, 2015 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-3607

September 8, 2015 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001

September 8, 2015 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-

August 21, 2015 8-K

Rocket Fuel 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 21, 2015 Rocket Fuel Inc. (Exact name of registrant as specified in its charter) Delaware 001-36071 30-0472319 (State or other jurisdiction of incorporation) (Commission Fil

August 7, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36071 ROCKET FUE

August 5, 2015 8-K

Rocket Fuel 8-K (Current Report/Significant Event)

Form 8-K Current Report Q2 2015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 5, 2015 EX-99.1

Rocket Fuel Reports Positive Adjusted EBITDA for Second Quarter 2015 Non-GAAP Net Revenue Grew 30% Year Over Year

Exh 99.1: Earnings Release - Q2 2015 Rocket Fuel Reports Positive Adjusted EBITDA for Second Quarter 2015 Non-GAAP Net Revenue Grew 30% Year Over Year REDWOOD CITY, Calif., Aug. 5, 2015 - Rocket Fuel Inc. (NASDAQ: FUEL), a leading programmatic marketing platform provider that uses artificial intelligence (AI) at Big Data scale to optimize marketing ROI for global agencies and enterprise marketers,

June 8, 2015 8-K

Rocket Fuel 8-K (Current Report/Significant Event)

8-K SH voting 2015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 8, 2015 EX-10.22

EXHIBIT A

March 23, 2015 Monte Zweben [address] Dear Monte, On behalf of Rocket Fuel Inc. (?Rocket Fuel?), I am pleased to offer you employment with Rocket Fuel on the terms and conditions contained in this letter (the ?Offer Letter?). Your title will be Interim Chief Executive Officer (?Interim CEO?). You will work on a part-time basis with 60% of your time during business hours devoted to service at Rocke

May 8, 2015 EX-10.23

Section 409A Provisions

EX-10.23 3 ex1023sankaranrelocationas.htm EXHIBIT 10.23 March 17, 2015 David Sankaran Sparks, NV Dear Dave, Further to your December 5, 2014 offer of employment (“Offer Letter”), Rocket Fuel Inc. (“Rocket Fuel” or the “Company”), would like to extend to you the following relocation assistance. These benefits are in addition to the relocation benefits specified in your Offer Letter. Additional relo

May 8, 2015 EX-10.26

ROCKET FUEL MANAGEMENT RETENTION AGREEMENT

EX-10.26 6 ex1026richardfrankelmanage.htm EXHIBIT 10.26 ROCKET FUEL MANAGEMENT RETENTION AGREEMENT This Management Retention Agreement (the “Agreement”) is made and entered into by and between Richard Frankel (the “Executive”) and Rocket Fuel Inc. (the “Company”), effective as of the Effective Date (defined below). The purpose of this Agreement is to provide assurances of specified benefits to Exe

May 8, 2015 EX-10.27

ROCKET FUEL MANAGEMENT RETENTION AGREEMENT

ROCKET FUEL MANAGEMENT RETENTION AGREEMENT This Management Retention Agreement (the ?Agreement?) is made and entered into by and between Dave Sankaran (the ?Executive?) and Rocket Fuel Inc.

May 8, 2015 EX-10.28

ROCKET FUEL MANAGEMENT RETENTION AGREEMENT

ROCKET FUEL MANAGEMENT RETENTION AGREEMENT This Management Retention Agreement (the ?Agreement?) is made and entered into by and between Abhinav Gupta (the ?Executive?) and Rocket Fuel Inc.

May 8, 2015 EX-10.25

ROCKET FUEL MANAGEMENT RETENTION AGREEMENT

ROCKET FUEL MANAGEMENT RETENTION AGREEMENT This Management Retention Agreement (the ?Agreement?) is made and entered into by and between George H.

May 8, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36071 ROCKET FU

May 8, 2015 EX-10.24

ROCKET FUEL MANAGEMENT RETENTION AGREEMENT (INTERIM CEO)

EX-10.24 4 ex1024montezwebenmanagemen.htm EXHIBIT 10.24 ROCKET FUEL MANAGEMENT RETENTION AGREEMENT (INTERIM CEO) This Management Retention Agreement (the “Agreement”) is made and entered into by and between Monte Zweben (the “Executive”) and Rocket Fuel Inc. (the “Company”), effective as of the Effective Date (defined below). The purpose of this Agreement is to provide assurances of specified bene

May 7, 2015 8-K

Rocket Fuel 8-K (Current Report/Significant Event)

Form 8-K Current Report Q1 2015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 7, 2015 EX-99.1

Rocket Fuel Reports First Quarter 2015 Financial Results Revenue Grew 40% Over First Quarter of 2014

EX-99.1 2 exh991earningsrelease-q120.htm PRESS RELEASE Rocket Fuel Reports First Quarter 2015 Financial Results Revenue Grew 40% Over First Quarter of 2014 REDWOOD CITY, California - May 7, 2015 - Rocket Fuel Inc. (NASDAQ: FUEL), a leading programmatic marketing platform provider that uses artificial intelligence (AI) at Big Data scale to optimize marketing ROI for global agencies and enterprise m

April 27, 2015 DEF 14A

Rocket Fuel DEF 14A

Rocket Fuel 2015 DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 22, 2015 EX-99.1

Rocket Fuel Announces Efficiency Program and Preliminary First Quarter Results Efficiency Program Projected to Reduce Costs by $30 Million Annually Company Reports Preliminary First Quarter 2015 Results Above Guidance Ranges

Ex991PressReleaseFINAL (1) Rocket Fuel Announces Efficiency Program and Preliminary First Quarter Results Efficiency Program Projected to Reduce Costs by $30 Million Annually Company Reports Preliminary First Quarter 2015 Results Above Guidance Ranges REDWOOD CITY, Calif.

April 22, 2015 8-K

Rocket Fuel 8-K (Current Report/Significant Event)

8-K2015-04-22 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 22, 2015 Rocket Fuel Inc. (Exact name of registrant as specified in its charter) Delaware 001-36071 30-0472319 (State or other jurisdiction of incorporation) (Commi

March 24, 2015 EX-99.1

Rocket Fuel Announces CEO Succession Plan Company Initiates CEO Search; George John to Remain as Chairman; Monte Zweben named Interim CEO Rocket Fuel Reiterates First Quarter 2015 Guidance

Ex 99.1 Press Release Rocket Fuel Announces CEO Succession Plan Company Initiates CEO Search; George John to Remain as Chairman; Monte Zweben named Interim CEO Rocket Fuel Reiterates First Quarter 2015 Guidance REDWOOD CITY, California ? March 24, 2015 ? Rocket Fuel Inc. (NASDAQ: FUEL), a leading programmatic media-buying platform provider that uses artificial intelligence (AI) at Big Data scale t

March 24, 2015 8-K

Rocket Fuel 8-K (Current Report/Significant Event)

8-K2015-03-24draft UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 20, 2015 8-K

Rocket Fuel 8-K (Current Report/Significant Event)

8-K 2015-03-20 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 17, 2015 Rocket Fuel Inc. (Exact name of registrant as specified in its charter) Delaware 001-36071 30-0472319 (State or other jurisdiction of incorporation) (Comm

March 16, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-36071 ROCKET FUEL IN

March 16, 2015 EX-10.21

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT AND SECOND AMENDMENT TO SECURITY AGREEMENT

Exhibit 10.21 Execution Copy FIRST AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT AND SECOND AMENDMENT TO SECURITY AGREEMENT THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED REVOVLING CREDIT AND TERM LOAN AGREEMENT AND SECOND AMENDMENT TO SECURITY AGREEMENT (“ Amendment”) is made as of this 13th day of March, 2015 by and among Rocket Fuel Inc. (“Borrower”), th

March 16, 2015 EX-10.20

November 16, 2014

Exhibit 10.20 November 16, 2014 Manu Thapar Los Altos, CA 94022 Dear Manu, On behalf of Rocket Fuel, Inc. (“Rocket Fuel”), I am pleased to offer you full-time employment with Rocket Fuel on the terms and conditions contained in this letter (the “Offer Letter”). Your title will be Senior Vice President, Research & Development and you will report to George John, CEO. You will work out of the Redwood

March 16, 2015 EX-21.1

SUBSIDIARIES OF ROCKET FUEL INC. Rocket Fuel Ltd (United Kingdom) (United Kingdom) Rocket Fuel GmbH (Germany) (Germany) Rocket Science Media Inc. (Canada) (Canada) Rocket Fuel Publicidade Ltda (Brazil) (Brazil) X Plus Two Solutions, LLC (United State

EX-21.1 4 exh211subsidiarieslist.htm EXHIBIT 21.1 Exhibit 21.1 SUBSIDIARIES OF ROCKET FUEL INC. Rocket Fuel Ltd (United Kingdom) (United Kingdom) Rocket Fuel GmbH (Germany) (Germany) Rocket Science Media Inc. (Canada) (Canada) Rocket Fuel Publicidade Ltda (Brazil) (Brazil) X Plus Two Solutions, LLC (United States) (United States) X Plus One Solutions, Inc. (United States) (United States) Wireless

March 16, 2015 S-8

Rocket Fuel S-8

S-8 1 s-82015.htm S-8 As filed with the Securities and Exchange Commission on March 16, 2014 Registration No. 333- United States Securities and Exchange Commission Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ROCKET FUEL INC. (Exact Name of Issuer as Specified in Its Charter) Delaware 30-0472319 (State or other jurisdiction of Incorporation or organizatio

March 9, 2015 EX-99.A

JOINT FILING AGREEMENT

EX-99.A EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to Common Stock of Rocket Fuel, Inc. dated as of 27 February 2015 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under

March 9, 2015 SC 13G/A

FUEL / Rocket Fuel Inc. / M&G INVESTMENT MANAGEMENT LTD - SC 13G/A Passive Investment

SC 13G/A 1 d885153dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Rocket Fuel, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 773111109 (CUSIP Number) 27th February 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa

February 19, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 19, 2015 Rocket Fuel Inc. (Exact name of registrant as specified in its charter) Delaware 001-36071 30-0472319 (State or other jurisdiction of incorporation) (Commission File

February 19, 2015 EX-99.1

Rocket Fuel Reports Record Revenue for the Fourth Quarter and Full Year 2014 Full Year Revenue Grew 70%, While Revenue From Mobile, Social and Video Grew 201%

Rocket Fuel Reports Record Revenue for the Fourth Quarter and Full Year 2014 Full Year Revenue Grew 70%, While Revenue From Mobile, Social and Video Grew 201% REDWOOD CITY, California - February 19, 2015 - Rocket Fuel Inc.

February 17, 2015 SC 13G/A

FUEL / Rocket Fuel Inc. / Ninth MDV Partners, L.L.C. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 6, 2015 SC 13G

FUEL / Rocket Fuel Inc. / Rocket Fuel Inc. - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) ROCKET FUEL INC. (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE PER SHARE (Title of Class of Securities) 773111 109 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic

January 7, 2015 EX-10.1

ROCKET FUEL INC. SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT DATED AS OF DECEMBER 31, 2014 COMERICA BANK, AS ADMINISTRATIVE AGENT, JOINT LEAD ARRANGER AND JOINT BOOKRUNNER SILICON VALLEY BANK, AS JOINT LEAD ARRANGER AND JOINT

Execution Copy ROCKET FUEL INC. SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT DATED AS OF DECEMBER 31, 2014 COMERICA BANK, AS ADMINISTRATIVE AGENT, JOINT LEAD ARRANGER AND JOINT BOOKRUNNER SILICON VALLEY BANK, AS JOINT LEAD ARRANGER AND JOINT BOOKRUNNER Detroit443401318 Page 1. Definitions 1 1.1 Certain Defined Terms1 2. REVOLVING CREDIT. 24 2.1 Commitment 24 2.2 Accrual of

January 7, 2015 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 31, 2014 Rocket Fuel Inc. (Exact name of registrant as specified in its charter) Delaware 001-36071 30-0472319 (State or other jurisdiction of incorporation) (Commission File

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