X0206 3 2013-09-19 0 0001477200 Rocket Fuel Inc. FUEL 0001573991 Ninth MDV Partners, L.L.C. 3000 SAND HILL ROAD BUILDING THREE, SUITE 290 MENLO PARK CA 94025 0 0 1 0 0001410787 MDV IX LP 3000 SAND HILL ROAD BUILDING THREE, SUITE 290 MENLO PARK CA 94025 0 0 1 0 0001027621 FEIBER JONATHAN D 3000 SAND HILL ROAD BUILDING THREE, SUITE 290 MENLO PARK CA 94025 0 0 1 0 Series A Convertible Preferred Stock Common Stock 9153564 I See Footnote Series B Convertible Preferred Stock Common Stock 1684149 I See Footnote Series C Convertible Preferred Stock Common Stock 340773 I See Footnote Series C-1 Convertible Preferred Stock Common Stock 255015 I See Footnote The Series A Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's public offering and has no expiration date. The Series B Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's public offering and has no expiration date. The Series C Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's public offering and has no expiration date. The Series C-1 Convertible Preferred Stock shall automatically convert into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's public offering and has no expiration date. 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 3. Ninth MDV Partners, L.L.C. By: /s/ Brett Teele, Authorized Signatory 2013-09-19 MDV IX, L.P. By: Ninth MDV Partners, L.L.C., its General Partner by: /s/ Brett Teele, Authorized Signatory 2013-09-19 /s/ Jonathan Feiber 2013-09-19