On January 9, 2017, Rocket Fuel Inc. (the Company) issued a press
release announcing the implementation of an operational
efficiency program. A copy of the press release is furnished
herewith as Exhibit 99.1.

The information set forth under this Item 2.02, including Exhibit
99.1, shall not be deemed filed for purposes of the Securities
Exchange Act of 1934, as amended, or incorporated by reference in
any filing under the Securities Act of 1933, as amended,
regardless of any general incorporation language in such filing,
unless expressly incorporated by specific reference in such
filing.

Item 2.05. Costs Associated with Exit or Disposal Activities.

On January 9, 2017, the Company committed to a plan intended to
improve its operational efficiency and align its operations as
customers adopt the Companys platform solutions (Plan), which
includes a reduction in workforce of 93 employees, or 11% of its
workforce, and other operational efficiency measures. The Company
anticipates that it will complete the reduction in workforce
during the second quarter of 2017. The Company estimates that it
will incur total costs of approximately $2 million in one-time
employee severance benefits. The Company expects to record the
majority of these charges in the first quarter of 2017, with the
remaining charges to be recognized in the second quarter of 2017.

Caution about Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements relate to future
events, expected business growth, and our expected fourth quarter
2016 and future financial performance. Such statements include,
but are not limited to: the objectives, scope, and timing of the
Plan, the amount and timing of anticipated charges, the
anticipated cost reductions and other beneficial expected impacts
from the Plan, and the companys strategies to achieve growth in
its business. Words such as expect, goal, forward, plan, believe
and other similar words in various tenses are also intended to
identify forward-looking statements. These forward-looking
statements are subject to a number of risks and uncertainties
that may cause actual results to differ materially from the
results anticipated by such statements, including, without
limitation, the Companys ability to implement the Plan as
expected; and potential negative impacts of the restructuring
initiatives. Additional factors that could cause actual results
to differ materially from those anticipated by our
forward-looking statements are under the caption Risk Factors in
our Annual Report on Form 10-K filed with the Securities and
Exchange Commission (SEC) on March 14, 2016 and in subsequent SEC
filings. These forward-looking statements are made as of the date
of this Report and the Company expressly disclaims any obligation
or undertaking to update the forward-looking statements contained
herein to reflect events that occur or circumstances that exist
after the date on which the statements were made.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.