UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


__________________________





FORM 10-K/A





Amendment No. 1


__________________________


(Mark One)


xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 2014


or


TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from            to





Commission File Number: 001-36071


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ROCKET FUEL INC.


(Exact name of registrant as specified in its charter)





Delaware(State or other jurisdiction of incorporation or organization)30-0472319(I.R.S. Employer Identification Number)





1900 Seaport Boulevard, Pacific Shores Center, Redwood City, CA 94063


(Address of principal executive offices and Zip Code)


(650) 595-1300


(Registrant's telephone number, including area code)


__________________________





Securities registered pursuant to Section 12(b) of the Act:


Common Stock, $0.001 par value(Title of each class)The NASDAQ Stock Market LLC(Name of each exchange in which registered)





Securities registered pursuant to Section 12(g) of the Act:


None


(Title of each class)





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933.    Yes  ̈ No x





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act").    Yes  ̈ No x





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes x No  ̈








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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes x No  ̈





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ̈





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer ̈Accelerated filerxNon-accelerated filer ̈(Do not check if a smaller reporting company)Smaller reporting company ̈





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ̈ No x





The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant as of June 30, 2014, the last business day of the registrant's most recently completed second fiscal quarter, was  $599,788,529  based upon the closing price reported for such date on the NASDAQ Global Select Market. Shares of common stock held by each executive officer, director and by each person who owns 5% or more of the registrant's outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.





On February 28, 2015, there were 42,098,774 shares of the registrant's common stock, par value $0.001 , outstanding.





DOCUMENTS INCORPORATED BY REFERENCE


Portions of the registrant's Proxy Statement for the registrant's 2015 Annual Meeting of Stockholders are incorporated by reference in Part III of this Annual Report on From 10-K. Such Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of December 31, 2014, the last day of the fiscal year covered by this Annual Report on Form 10-K.





EMERGING GROWTH COMPANY


We are an ‘‘emerging growth company’’ as that term is defined in the Jumpstart Our Business Startups Act of 2012 and, as such, we have elected to comply with certain reduced public company reporting requirements.





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ANNUAL REPORT ON FORM 10-K/A


FOR THE FISCAL YEAR ENDED DECEMBER 31, 2014





Explanatory Note to Amendment No. 1





Rocket Fuel Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment No.1”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2014, originally filed with the Securities and Exchange Commission (the "SEC") on March 16, 2015 (the “Original Form 10-K”), to add the internal control over financial reporting language in the introductory portion of paragraph 4 and 4(b) of the certifications of its principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302 Certifications”).  This language was inadvertently omitted from the Section 302 Certifications attached to the Original Form 10-K. Because no financial statements are contained within this Amendment No.1, paragraph 3 of the Section 302 Certifications has been omitted. The corrected Section 302 Certifications are attached to this Amendment No. l as Exhibits 31.1 and 31.2.





Except as described above, no other changes have been made to the Original Form 10-K. Except as otherwise indicated herein, this Amendment No.1 continues to speak as of the date of the Original Form 10-K, and the Company has not updated the disclosures contained therein to reflect any events that occurred subsequent to the date of the Original Form 10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-K and the Company’s filings made with the SEC subsequent to the filing of the Original Form 10-K. The filing of this Amendment No. 1 is not an admission that the Original Form 10-K, when filed, included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.





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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES





A list of exhibits filed with this Amendment No.1 is found in the Index to Exhibits immediately following the signature page of this Amendment No.1 and is incorporated into this Item 15 by reference.








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SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.





Dated:  September 4, 2015


ROCKET FUEL INC.By:/s/ David SankaranDavid SankaranChief Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer)

















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EXHIBIT INDEX


Incorporated by Reference HereinExhibit No.Exhibit DescriptionFormFile No.ExhibitFilingDateFiled or FurnishedHerewith2.1(1)Agreement and Plan of Merger, dated as of August 4, 2014, by and among Rocket Fuel Inc., Denali Acquisition Sub, Inc., Denali Acquisition Sub II, LLC, X Plus Two Solutions, Inc., and Shareholder Representative Services LLCS-3333-1999012.111/6/20143.1Amended and Restated Certificate of Incorporation of the Registrant10-Q001-360713.111/13/20133.2Amended and Restated Bylaws of the Registrant10-Q001-360713.211/13/20134.1Form of the Registrant's common stock certificateS-1/A333-1906954.19/9/201310.1Form of Indemnification Agreement between the Registrant and each of its directors and executive officersS-1333-19069510.18/6/201310.2Second Amended and Restated Revolving Credit and Term Loan Agreement dated as of December 31, 2014, by and among the Registrant, the lenders that are party thereto and Comerica Bank, as administrative agent for the lenders8-K001-3607110.11/7/201510.3*Separation Agreement, effective as of October 17, 2014, by and between Rocket Fuel Inc. and J. Peter Bardwick8-K001-3607110.0110/22/1410.4*Consulting Agreement, effective as of October 17, 2014, by and between Rocket Fuel Inc. and J. Peter Bardwick8-K001-3607110.0210/22/1410.5Lease, dated as of February 17, 2009, by and between 350 Marine Parkway LLC, Gillikin Trade LLC, Lewis Trade LLC, Spiegl Trade LLC, Welsh Trade LLC, and the Registrant, as amended and currently in effectS-1/A333-19069510.49/3/201310.6Office Lease, dated as of August 7, 2013, by and between VII Pac Shores Investors, L.L.C. and the RegistrantS-1/A333-10969510.59/3/201310.7Lease, dated as of July 31, 2013, by and between VNO 100 West 33rd Street LLC, and the RegistrantS-1/A333-10969510.69/3/201310.8Amendment of Lease, dated as of December 23, 2013, by and between VNO 100 West 33rd Street LLC, and the Registrant10-K001-3607110.62/28/201410.9*The Registrant's 2008 Equity Incentive Plan, including form agreements, as amended and currently in effectS-1333-19069510.78/16/2013





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10.10*The Registrant's 2013 Equity Incentive Plan, including form agreements, as currently in effectS-1/A333-10969510.88/16/201310.11*The Registrant's 2013 Employee Stock Purchase Plan, including form agreements, as currently in effectS-1/A333-10969510.99/3/201310.12*Executive Incentive Compensation PlanS-1/A333-10969510.108/16/201310.13*Outside Director Compensation PolicyS-1/A333-10969510.119/3/201310.14Offer Letter between the Registrant and Monte Zweben, dated as of January 29, 2010S-1/A333-10969510.128/16/201310.15Offer Letter between the Registrant and Clark Kokich, dated as of  April 5, 2011S-1/A333-10969510.138/16/201310.16Offer Letter between the Registrant and Ronald E.F. Codd, dated as of February 16, 2012S-1/A333-10969510.148/16/201310.17Offer Letter between the Registrant and Susan L. Bostrom, dated as of February 4, 2013S-1/A333-10969510.168/16/201310.18Fifth Amended and Restated Investors' Rights Agreements, dated as of June 15, 2012, by and among the Registrant, George H. John, Richard Frankel, Abhinav Gupta and the investors listed on Exhibit A theretoS-3333-19990199.111/6/201410.19*Employment Offer Letter between Rocket Fuel Inc. and David Sankaran dated as of December 6, 20148-K001-3607110.112/15/201410.20*Employment Offer Letter between Rocket Fuel Inc. and Manu Thapar dated as of November 16, 201410-K001-3607110.2003/16/201510.21Amendment dated March 13, 2015 to Second Amended and Restated Revolving Credit and Term Loan Agreement dated as of December 31, 2014, by and among the Registrant, the lenders that are party thereto and Comerica Bank, as administrative agent for the lenders10-K001-3607110.2103/16/201521.1List of subsidiaries of the Registrant10-K001-3607121.103/16/201523.1Consent of Deloitte & Touche LLP, independent registered public accounting firm10-K001-3607123.103/16/201524.1Power of Attorney10-K001-3607124.103/16/2015





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31.1Certification of the Principal Executive Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002X31.2Certification of the Principal Financial Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002X32.1(2)Certification of the Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 200210-K001-3607132.103/16/201532.2(2)Certification of the Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 200210-K001-3607132.203/16/2015101.INSXBRL Instance Document10-K001-36071101.INS03/16/2015101.SCHXBRL Taxonomy Schema Linkbase Document10-K001-36071101.SCH03/16/2015101.CALXBRL Taxonomy Calculation Linkbase Document10-K001-36071101.CAL03/16/2015101.DEFXBRL Taxonomy Definition Linkbase Document10-K001-36071101.DEF03/16/2015101.LABXBRL Taxonomy Labels Linkbase Document10-K001-36071101.LAB03/16/2015101.PREXBRL Taxonomy Presentation Linkbase Document10-K001-36071101.PRE03/16/2015











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|* | Indicates a management contract or compensatory plan or arrangement.




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|(1) | The schedules and other attachments to this exhibit have been omitted. The Company agrees to furnish a copy of any omitted schedules or attachments to the SEC upon request.




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|(2) | The information in this exhibit is furnished and deemed not filed with the Securities and Exchange Commission for purposes of section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), and is not to be incorporated by reference into any filing of Rocket Fuel Inc. under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.