Sec Form 4 Filing - Ninth MDV Partners, L.L.C. @ Rocket Fuel Inc. - 2013-09-25

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Ninth MDV Partners, L.L.C.
2. Issuer Name and Ticker or Trading Symbol
Rocket Fuel Inc. [ FUEL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
3000 SAND HILL ROAD, BUILDING THREE, SUITE 290
3. Date of Earliest Transaction (MM/DD/YY)
09/25/2013
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/25/2013 C 11,433,501 A 11,433,501 I See Footnote ( 1 )
Common Stock 09/25/2013 S 480,770 D $ 26.97 10,952,731 I See Footnote ( 1 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock ( 2 ) 09/25/2013 C 9,153,564 ( 2 ) ( 2 ) Common Stock 9,153,564 $ 0 0 I See Footnote ( 1 )
Series B Convertible Preferred Stock ( 3 ) 09/25/2013 C 1,684,149 ( 3 ) ( 3 ) Common Stock 1,684,149 $ 0 0 I See Footnote ( 1 )
Series C Convertible Preferred Stock ( 4 ) 09/25/2013 C 340,773 ( 4 ) ( 4 ) Common Stock 340,773 $ 0 0 I See Footnote ( 1 )
Series C-1 Convertible Preferred Stock ( 5 ) 09/25/2013 C 255,015 ( 5 ) ( 5 ) Common Stock 255,015 $ 0 0 I See Footnote ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ninth MDV Partners, L.L.C.
3000 SAND HILL ROAD
BUILDING THREE, SUITE 290
MENLO PARK, CA94025
X
MDV IX LP
3000 SAND HILL ROAD
BUILDING THREE, SUITE 290
MENLO PARK, CA94025
X
FEIBER JONATHAN D
3000 SAND HILL ROAD
BUILDING THREE, SUITE 290
MENLO PARK, CA94025
X
Signatures
Ninth MDV Partners, L.L.C. By: /s/ Brett Teele, Authorized Signatory 09/26/2013
Signature of Reporting Person Date
MDV IX, L.P. By: Ninth MDV Partners, L.L.C., its General Partner by: /s/ Brett Teele, Authorized Signatory 09/26/2013
Signature of Reporting Person Date
/s/ Jonathan Feiber 09/26/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares directly held by MDV IX, L.P. ("MDV IX"), as nominee for MDV IX and MDV ENF IX, L.P. Ninth MDV Partners, L.L.C. ("Ninth MDV") is the General Partner of MDV IX. William Ericson, a director of the Issuer, and Jonathan Feiber are Managing Members of Ninth MDV. Each of William Ericson, Jonathan Feiber, and Ninth MDV may be deemed to share voting and dispositive power over the shares held by MDV IX. Each disclaims beneficial ownership of these securities except to the extent of his or its respective pecuniary interest therein. William Ericson is filing a separate Form 4.
( 2 )The Series A Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's public offering and had no expiration date.
( 3 )The Series B Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's public offering and had no expiration date.
( 4 )The Series C Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's public offering and had no expiration date.
( 5 )The Series C-1 Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's public offering and had no expiration date.

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