Ownership Submission
FORM 4
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

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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
Frankel Richard A.
   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
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President
(Last)
(First)
(Middle)
1900 SEAPORT BLVD		 3. Date of Earliest Transaction (Month/Day/Year)
06/10/2016
(Street)

REDWOOD CITY, CA 94063		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(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) $ 6.58 06/10/2016   D     626,344   (1) 12/04/2022 Common Stock 626,344 (2) 0 D  
Employee Stock Option (right to buy) $ 11.21 06/10/2016   D     98,250   (3) 03/07/2023 Common Stock 98,250 (4) 0 D  
Employee Stock Option (right to buy) $ 51.16 06/10/2016   D     92,250   (5) 02/06/2024 Common Stock 92,250 (6) 0 D  
Employee Stock Option (right to buy) $ 2.23 06/13/2016   A   360,796     (7) 06/13/2023 Common Stock 360,796 (8) 360,796 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Frankel Richard A.
1900 SEAPORT BLVD
REDWOOD CITY, CA 94063		   X     Executive Vice President  

Signatures

 /s/ Ken Scully, as attorney-in-fact for Richard A. Frankel   06/20/2016
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) This option provided for the shares subject to the option to vest and become exercisable in equal monthly installments over four years beginning on March 25, 2012.
(2) On June 10, 2016, the Issuer canceled, pursuant to the Issuer's option exchange program, an option for 626,344 shares of Rocket Fuel common stock granted to the reporting person on December 4, 2012. In exchange, the reporting person received a replacement option, for 313,172 shares, having an exercise price of $2.23 per share.
(3) This option provided for one-fourth of the shares subject to the option to vest and become exercisable on March 1, 2014 and one forty-eighth of the shares to vest and become exercisable monthly thereafter.
(4) On June 10, 2016, the Issuer canceled, pursuant to the Issuer's option exchange program, an option for 98,250 shares of Rocket Fuel common stock granted to the reporting person on March 7, 2013. In exchange, the reporting person received a replacement option, for 24,562 shares, having an exercise price of $2.23 per share.
(5) This option provided for one-fourth of the shares subject to the option to vest and become exercisable on February 6, 2015 and one forty-eighth of the shares to vest and become exercisable monthly thereafter.
(6) On June 10, 2016, the Issuer canceled, pursuant to the Issuer's option exchange program, an option for 92,250 shares of Rocket Fuel common stock granted to the reporting person on February 6, 2014. In exchange, the reporting person received a replacement option, for 23,062 shares, having an exercise price of $2.23 per share.
(7) Shares subject to an option that vest and become exercisable in equal monthly installments over three years beginning on June 13, 2016.
(8) On June 10, 2016, the Issuer canceled, pursuant to the Issuer's option exchange program, three options totaling 816,844 shares with a weighted average exercise price of $12.17 per share. In exchange, thereporting person received four replacement options, for a total of 360,796 shares, having an exercise price of $2.23 per share.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.