Statement of Changes in Beneficial Ownership (4)

FORM 4 [ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * CODD RONALD E F	2. Issuer Name and Ticker or Trading Symbol Rocket Fuel Inc. [ FUEL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director                      _____ 10% Owner _____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle) 2000 SEAPORT BLVD., SUITE 400	3. Date of Earliest Transaction (MM/DD/YYYY) 9/6/2017
(Street) REDWOOD CITY, CA 94063 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	9/6/2017		D		13905	D	(1)	0	D
Common Stock	9/6/2017		D		100000	D	(1)	0	I	See footnote   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$29.00	9/6/2017		D			3750	(3)	9/19/2023	Common Stock	3750	$0.00	0	D
Employee Stock Option (right to buy)	$23.59	9/6/2017		D			6000	(3)	6/9/2024	Common Stock	6000	$0.00	0	D
Employee Stock Option (right to buy)	$8.47	9/6/2017		D			17582	(3)	6/8/2025	Common Stock	17582	$0.00	0	D
Employee Stock Option (right to buy)	$2.24	9/6/2017		D			67060	(3)	6/14/2026	Common Stock	67060	$0.00	0	D
Employee Stock Option (right to buy)	$2.68	9/6/2017		D			55090	(3)	6/13/2027	Common Stock	55090	$0.00	0	D

Explanation of Responses:
(1)	Each outstanding share of the common stock of the Issuer was converted into the right to receive $2.60 per share in cash, as described in the Merger Agreement.
(2)	Held of record by The Codd Revocable Trust dated March 6, 1998, as to which the Reporting Person shares voting and investment power with his spouse as co-trustee.
(3)	Each outstanding option of the Issuer was either (1) cancelled and converted automatically into the right to receive $2.60 per share in cash, (2) cancelled without any cash payment or other consideration, or (3) assumed and converted automatically into the right to receive $2.60 per share in cash, as described in the Merger Agreement.

Remarks: This Form 4 reports securities disposed pursuant to the terms of an Agreement and Plan of Merger dated as of July 17, 2017 (the "Merger Agreement"), a copy of which is filed as Exhibit 2.1 to the Issuer's Form 8-K filed with the SEC on July 18, 2017, and by which the Issuer became a wholly-owned subsidiary (the "Merger") of Sizmek Inc. ("Parent").

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CODD RONALD E F 2000 SEAPORT BLVD., SUITE 400 REDWOOD CITY, CA 94063	X

Signatures
/s/ Jeff Mitchell, as Attorney-in-Fact		9/6/2017
** 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 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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