SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 9 pages

(1)   This Schedule 13G is filed by MDV IX, L.P. (“MDV”), Ninth MDV Partners, L.L.C. (“Ninth”), William Ericson, and Jonathan Feiber (collectively, the “Fund Entities”).  The Fund Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   Shares directly held by MDV.  William Ericson and Jonathan Feiber are managing members of Ninth, the general partner of MDV.  Each of William Ericson, Jonathan Feiber, and Ninth may be deemed to share voting and dispositive power over the shares held by MDV. 

(3)   This percentage is calculated based on 45,582,944 shares of the Issuer’s stock outstanding (as of October 31, 2016), as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on November 8, 2016.

Page 2 of 9 pages

(1)   This Schedule 13G is filed by MDV IX, L.P. (“MDV”), Ninth MDV Partners, L.L.C. (“Ninth”), William Ericson, and Jonathan Feiber (collectively, the “Fund Entities”).  The Fund Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   Shares directly held by MDV.  William Ericson and Jonathan Feiber are managing members of Ninth, the general partner of MDV.  Each of William Ericson, Jonathan Feiber, and Ninth may be deemed to share voting and dispositive power over the shares held by MDV. 

(3)   This percentage is calculated based on 45,582,944 shares of the Issuer’s stock outstanding (as of October 31, 2016), as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on November 8, 2016.

Page 3 of 9 pages

(1)   This Schedule 13G is filed by MDV IX, L.P. (“MDV”), Ninth MDV Partners, L.L.C. (“Ninth”), William Ericson, and Jonathan Feiber (collectively, the “Fund Entities”).  The Fund Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   Shares subject to options currently exercisable, owned by William Ericson in his individual capacity.

(3)   Shares directly held by MDV.  William Ericson and Jonathan Feiber are managing members of Ninth, the general partner of MDV.  Each of William Ericson, Jonathan Feiber, and Ninth may be deemed to share voting and dispositive power over the shares held by MDV. 

(4)   This percentage is calculated based on 45,582,944 shares of the Issuer’s stock outstanding (as of October 31, 2016), as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on November 8, 2016.

Page 4 of 9 pages

(1)   This Schedule 13G is filed by MDV IX, L.P. (“MDV”), Ninth MDV Partners, L.L.C. (“Ninth”), William Ericson, and Jonathan Feiber (collectively, the “Fund Entities”).  The Fund Entities expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)   Shares directly held by MDV.  William Ericson and Jonathan Feiber are managing members of Ninth, the general partner of MDV.  Each of William Ericson, Jonathan Feiber, and Ninth may be deemed to share voting and dispositive power over the shares held by MDV. 

(3)   This percentage is calculated based on 45,582,944 shares of the Issuer’s stock outstanding (as of October 31, 2016), as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on November 8, 2016.

Page 5 of 9 pages

Introductory Note:  This Statement on Schedule 13G is filed on behalf of 1) MDV IX, L.P. (“MDV”), a limited partnership organized under the laws of the State of Delaware; 2) Ninth MDV Partners, L.L.C. (“Ninth”), a limited liability company organized under the laws of the State of Delaware and the General Partner of MDV; 3) William Ericson, a director of the Issuer and a managing member of Ninth; and 4) Jonathan Feiber, a managing member of Ninth; in respect of shares of Common Stock of Rocket Fuel Inc.

Page 6 of 9 pages

(1)   Ninth MDV Partners, L.L.C. serves as the general partner of MDV IX, L.P. and owns no securities of the Issuer directly.  William Ericson and Jonathan Feiber serve as managing members of Ninth MDV Partners, L.L.C.  William Ericson is a director of the Issuer and directly owns 41,237 shares of the Issuer’s common stock subject to options currently exercisable. Jonathan Feiber directly owns no shares of the Issuer’s common stock.

(2)   This percentage is calculated based on 45,582,944 shares of the Issuer’s stock outstanding (as of October 31, 2016), as set forth in the Issuer’s most recent 10-Q, filed with the Securities and Exchange Commission on November 8, 2016.

Page 7 of 9 pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  February 9, 2017

EXHIBITS

A:            Joint Filing Agreement

Page 8 of 9 pages

EXHIBIT A

JOINT FILING AGREEMENT

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Rocket Fuel Inc. is filed on behalf of each of us.

Dated:  February 9, 2017

Page 9 of 9 pages