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

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1. Name and Address of Reporting Person * Ericson William W.   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 __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 3000 SAND HILL ROAD, BUILDING THREE, SUITE 290 3. Date of Earliest Transaction (Month/Day/Year) 09/25/2013 (Street) MENLO PARK, CA 94025 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 Common Stock 09/25/2013   C   11,433,501 A (2) (3) (4) (5) 11,433,501 I See footnote (1) Common Stock 09/25/2013   S   480,770 D $ 26.97 10,952,731 I See footnote (1) Common Stock               1,872 D

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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

Series A Convertible Preferred Stock

(2)

09/25/2013

C

9,153,564

(2)

(2)

Common Stock

9,153,564

$ 0

0

I

See footnote (1)

Series B Convertible Preferred Stock

(3)

09/25/2013

C

1,684,149

(3)

(3)

Common Stock

1,684,149

$ 0

0

I

See footnote (1)

Series C Convertible Preferred Stock

(4)

09/25/2013

C

340,773

(4)

(4)

Common Stock

340,773

$ 0

0

I

See footnote (1)

Series C-1 Convertible Preferred Stock

(5)

09/25/2013

C

255,015

(5)

(5)

Common Stock

255,015

$ 0

0

I

See footnote (1)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Ericson William W. 3000 SAND HILL ROAD BUILDING THREE, SUITE 290 MENLO PARK, CA 94025	X	X

Signatures

/s/ Ken Scully by power of attorney		09/27/2013
**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)	Shares directly held by MDV IX, L.P. ("MDV IX"), as nominee for MDV IX and MDV ENF IX, L.P. Ninth MDV Partners, L.L.C. ("Ninth MDV") is the General Partner of MDV IX. William Ericson, a director of the Issuer, and Jonathan Feiber are Managing Members of Ninth MDV. Each of William Ericson, Jonathan Feiber, and Ninth MDV may be deemed to share voting and dispositive power over the shares held by MDV IX. Each disclaims beneficial ownership of these securities except to the extent of his or its respective pecuniary interest therein. Ninth MDV, MDV IX, and Jonathan Feiber are filing a separate Form 4.
(2)	The Series A Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's public offering and had no expiration date.
(3)	The Series B Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's public offering and had no expiration date.
(4)	The Series C Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's public offering and had no expiration date.
(5)	The Series C-1 Convertible Preferred Stock automatically converted into Common Stock on a 1:1 basis immediately prior to the completion of the Issuer's public offering and had no expiration date.

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