SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, DC 20549

 

 

 

 

SCHEDULE 13G

 

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

 

Rocket Fuel Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

773111109

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

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

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 

*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

 



 

CUSIP No. 773111109

13G

 

 

 

1.

Names of Reporting Persons
MDV IX, L.P

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x (1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0 Shares

 

6.

Shared Voting Power
9,295,955 Shares (2)

 

7.

Sole Dispositive Power
0 Shares

 

8.

Shared Dispositive Power
9,295,955 Shares (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
9,295,955 Shares (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
20.4% (3)

 

 

12.

Type of Reporting Person (See Instructions)
PN

 


(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



 

CUSIP No. 773111109

13G

 

 

 

1.

Names of Reporting Persons
Ninth MDV Partners, L.L.C.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x (1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware, United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0 Shares

 

6.

Shared Voting Power
9,295,955 Shares (2)

 

7.

Sole Dispositive Power
0 Shares

 

8.

Shared Dispositive Power
9,295,955 Shares (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
9,295,955 Shares (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
20.4% (3)

 

 

12.

Type of Reporting Person (See Instructions)
OO

 


(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



 

CUSIP No. 773111109

13G

 

 

 

1.

Names of Reporting Persons
William Ericson

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x (1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
41,237 Shares (2)

 

6.

Shared Voting Power
9,295,955 Shares (3)

 

7.

Sole Dispositive Power
41,237 Shares (2)

 

8.

Shared Dispositive Power
9,295,955 Shares (3)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
9,337,192 Shares (2)(3)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
20.5% (4)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


(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



 

CUSIP No. 773111109

13G

 

 

 

1.

Names of Reporting Persons
Jonathan Feiber

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

x (1)

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0 Shares

 

6.

Shared Voting Power
9,295,955 Shares (2)

 

7.

Sole Dispositive Power
0 Shares

 

8.

Shared Dispositive Power
9,295,955 Shares (2)

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
9,295,955 Shares (2)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row 9
20.4% (3)

 

 

12.

Type of Reporting Person (See Instructions)
IN

 


(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.

 

Item 1(a).

Name of Issuer:
Rocket Fuel Inc.

Item 1(b).

Address of Issuer’s Principal Executive Offices:
1900 Seaport Blvd., Redwood City, California 94063

 

Item 2(a).

Name of Person Filing:
MDV IX, L.P.

Ninth MDV Partners, L.L.C.

William Ericson

Jonathan Feiber

Item 2(b).

Address of Principal Business Office or, if none, Residence:
3000 Sand Hill Road, Bldg. 3, Suite 290, Menlo Park, CA 94025

Item 2(c).

Citizenship:
All entities were organized in Delaware.  The individuals are all United States citizens.

Item 2(d).

Title of Class of Securities:
Common Stock

Item 2(e).

CUSIP Number:
773111109

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

 

Page 6 of 9 pages



 

Item 4.

Ownership

 

Fund Entities

 

Shares Held
Directly

 

Sole
Voting
Power

 

Shared
Voting
Power

 

Sole
Dispositive
Power

 

Shared
Dispositive
Power

 

Beneficial
Ownership

 

Percentage
of Class (2)

 

MDV IX, L.P.

 

9,295,955

 

0

 

9,295,955

 

0

 

9,295,955

 

9,295,955

 

20.4

%

Ninth MDV Partners, L.L.C. (1)

 

0

 

0

 

9,295,955

 

0

 

9,295,955

 

9,295,955

 

20.4

%

William Ericson (1)

 

41,237

 

41,237

 

9,295,955

 

41,237

 

9,295,955

 

9,337,192

 

20.5

%

Jonathan Feiber (1)

 

0

 

0

 

9,295,955

 

0

 

9,295,955

 

9,295,955

 

20.4

%

 


(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.

 

Item 5.

Ownership of 5 Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following   o.

 

Item 6.

Ownership of More than 5 Percent on Behalf of Another Person

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

Not applicable.

 

Item 9.

Notice of Dissolution of a Group

Not applicable.

 

 

Item 10.

Certification

Not applicable.

 

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

 

MDV IX, L.P.

 

NINTH MDV PARTNERS, L.L.C.

 

 

 

 

By:

Ninth MDV Partners, L.L.C.,

 

By:

/s/ Jonathan Feiber

 

its General Partner

 

 

Name: Jonathan Feiber

 

 

 

 

Title: Managing Member

 

 

 

 

By:

/s/ Jonathan Feiber

 

 

 

Name: Jonathan Feiber

 

 

 

Title: Managing Member

 

 

 

 

 

 

 

 

/s/ Jonathan Feiber

 

/s/ William Ericson

Jonathan Feiber

 

William Ericson

 

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

 

MDV IX, L.P.

 

NINTH MDV PARTNERS, L.L.C.

 

 

 

 

By:

Ninth MDV Partners, L.L.C.,

 

By:

/s/ Jonathan Feiber

 

its General Partner

 

 

Name: Jonathan Feiber

 

 

 

 

Title: Managing Member

 

 

 

 

By:

/s/ Jonathan Feiber

 

 

 

Name: Jonathan Feiber

 

 

 

Title: Managing Member

 

 

 

 

 

 

 

 

/s/ Jonathan Feiber

 

/s/ William Ericson

Jonathan Feiber

 

William Ericson

 

Page 9 of 9 pages