SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Covington JoAnn

(Last)

(First)

(Middle)

1900 SEAPORT BLVD

(Street)

REDWOOD CITY

94063

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/19/2014

3. Issuer Name and Ticker or Trading Symbol
Rocket Fuel Inc. [ FUEL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, General Counsel, CPO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,500⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽²⁾	08/13/2022	Common Stock	96,459	$3.55	D
Employee Stock Option (right to buy)	⁽³⁾	03/07/2023	Common Stock	5,000	$11.21	D
Employee Stock Option (right to buy)	⁽⁴⁾	02/06/2024	Common Stock	8,000	$51.16	D

Explanation of Responses:

1. Each share is represented by a Restricted Stock Unit ("RSU"). One-fourth of the shares subject to the RSU will vest on February 6, 2015 and one eighth of the shares vest every six months thereafter.

2. One-fourth of the shares subject to the option vested on July 23, 2013 and one forty-eighth of the shares vest monthly thereafter.

3. One-fourth of the shares subject to the option will vest on March 1, 2014 and one forty-eighth of the shares vest monthly thereafter.

4. One-fourth of the shares subject to the option will vest on February 6, 2015 and one forty-eighth of the shares vest monthly thereafter.

Remarks:

	/s/ Ken Scully, as attorney-in-fact for JoAnn Covington	02/27/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.