Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Gerdes Henrik
 2. Date of Event Requiring Statement (Month/Day/Year)
10/27/2016		 3. Issuer Name and Ticker or Trading Symbol
Rocket Fuel Inc. [FUEL]
(Last)
(First)
(Middle)
1900 SEAPORT BLVD		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Interim CFO
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

REDWOOD CITY, CA 94063		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 36,385 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy)   (2) 05/18/2026 Common Stock 20,000 $ 2.57 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gerdes Henrik
1900 SEAPORT BLVD
REDWOOD CITY, CA 94063		       Interim CFO  

Signatures

/s/ Ken Scully, as attorney-in-fact for Henrik Gerdes 11/01/2016
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) 26,000 of these shares represent restricted stock units ("RSUs"), which will be settled in common stock upon vesting and vest as follows: (i) for 10,000 of the shares represented by RSUs, one-fourth of such shares vest on September 25, 2015 and one-eighth of such shares vest every six months thereafter, (ii) for another 6,000 of the shares represented by RSUs, one-fourth of such shares vest on April 1, 2016 and one-eighth of such shares vest every six months thereafter and (iii) for the final 10,000 shares represented by RSUs, one-fourth of such shares vest on November 10, 2016 and one-eighth of such shares vest every six months thereafter. Additionally, 6,385 shares were acquired under the Rocket Fuel Inc 2013 Employee Stock Purchase Plan and 4,000 shares were acquired in an open market purchase.
(2) 50% of the shares subject to the option vest and become exercisable on May 18, 2017 and 50% of the shares vest and become exercisable on May 18, 2018.

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