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1.	To elect three Class III directors to serve until the 2019 annual meeting of stockholders and until their successors are duly elected and qualified;

2.	To approve adoption of an amendment to our bylaws to provide that the courts located within the State of Delaware will serve as the exclusive forum for the adjudication of certain legal disputes;

3.	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016; and

4.	To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

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•	The election of three Class III directors to hold office until the 2019 annual meeting of stockholders and until their successors are duly elected and qualified;

•	A proposal to adopt an amendment to our bylaws to provide that the courts located within the State of Delaware will serve as the exclusive forum for the adjudication of certain legal disputes;

•	A proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016; and

•	Any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof.

•	FOR the election of the three directors nominated by our board of directors and named in this proxy statement as Class III directors to serve for three-year terms;

•	FOR the proposal to adopt an amendment to our bylaws to provide that the courts located within the State of Delaware will serve as the exclusive forum for the adjudication of certain legal disputes; and

•	FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016.

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You may vote via the Internet or by telephone.  To vote via the Internet or by telephone, follow the instructions provided in the Notice of Internet Availability of Proxy Materials. If you vote via the Internet or by telephone, you do not need to return a proxy card by mail. Internet and telephone voting are available 24 hours a day. Votes submitted through the Internet or by telephone must be received by 11:59 p.m. Eastern Time on June 13, 2016. Alternatively, you may request a printed proxy card by telephone at 1-800-579-1639, over the Internet at www.proxyvote.com, or by email at sendmaterial@proxyvote.com, and follow the instructions under the heading "You may vote by mail" immediately below.

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You may vote by mail.  If you have received printed proxy materials by mail and would like to vote by mail, you need to complete, date and sign the proxy card that accompanies this proxy statement and promptly mail it in the enclosed postage-paid envelope so that it is received no later than June 13, 2016. You do not need to put a stamp on the enclosed envelope if you mail it from within the United States. The persons named on the proxy card will vote the shares you own in accordance with your instructions on the proxy card you mail. If you return the proxy card, but you do not give any instructions on a particular matter to be voted on at the Annual Meeting, the persons named on the proxy card will vote the shares you own in accordance with the recommendations of our board of directors. Our board of directors recommends that you vote FOR each of Proposals No. One, Two and Three.

•	You may vote in person.  If you plan to attend the Annual Meeting, you may vote by delivering your completed proxy card in person or by completing and submitting a ballot, which will be provided at the Annual Meeting.

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•	entering a new vote by Internet or telephone prior to the voting deadline noted above;

•	signing and returning a new proxy card with a later date prior to the voting deadline noted above; or

•	attending the Annual Meeting and voting in person.

•	FOR the election of the three directors nominated by our board of directors and named in this proxy statement as Class III directors to hold office until the 2019 annual meeting of stockholders and until their successors are duly elected and qualified (Proposal No. One);

•	FOR adoption of an amendment to our bylaws to provide that the courts located within the State of Delaware will serve as the exclusive forum for the adjudication of certain legal disputes (Proposal No. Two);

•	FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016 (Proposal No. Three); and

•	In the discretion of the named proxy holders regarding any other matters properly presented for a vote at the Annual Meeting.

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(1)	Member of the compensation committee

(2)	Member of the audit committee

(3)	Member of the nominating and governance committee

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•	The Amendment provides that all intra-corporate disputes will be litigated in the State of Delaware, where we are incorporated and whose law governs those disputes;

•	The Delaware courts have developed considerable expertise in dealing with corporate law issues, as well as a substantial and influential body of case law construing Delaware’s corporate law and long-standing precedent regarding corporate governance;

•	The Amendment will help us avoid multiple lawsuits in multiple jurisdictions relating to such disputes, thus saving the significant costs and effort in addressing cases brought in multiple jurisdictions;

•	The Amendment will reduce the risk that the outcome of cases in multiple jurisdictions could be inconsistent, even though each jurisdiction purports to follow Delaware law;

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•	The Amendment will only regulate the forum where our stockholders may file claims relating to the specified intra-corporate disputes; it does not restrict the ability of our stockholders to bring such claims, nor does it affect the remedies available if such claims are ultimately successful;

•	We will retain the ability to consent to an alternative forum in appropriate circumstances where we determine that our interests and those of our stockholders are best served by permitting a particular dispute to proceed in a forum other than Delaware; and

•	The Amendment is not being proposed in anticipation of any specific litigation or transaction.

•	The Board’s belief that such a provision is in the best interest of our stockholders; and

•	The Board’s own determination that the approval of stockholders is desirable on this issue.

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(1)

"Audit Fees" consist of fees for professional services rendered in connection with the audit of our annual consolidated financial statements each year; review of our quarterly financial statements presented in our quarterly reports on Form 10-Q in each year; professional services rendered in connection with our Registration Statements on Form S-8 in 2015 and 2014 related to the registration of shares issuable pursuant to our equity incentive plans; and other services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings or engagements for those fiscal years.

(2)

"Audit-Related Fees" consist of fees for professional services that are reasonably related to the performance of the audit or review of the company’s financial statements. There were no Audit-Related Fees recorded in 2015. In 2014, the amount represents services provided in connection with the filing of our Registration Statement on Form S-1 with the SEC for our 2014 follow-on offering, as well as the filing of our Registration Statement on Form S-3 with the SEC to register shares of common stock that we issued in our acquisition of X Plus Two Solutions in 2014.

(3)	"Tax Fees" consist of professional services rendered in connection with tax audits, international tax compliance, and international tax consulting and planning.

(4)	"All Other Fees" consist primarily of professional services rendered in connection with business strategy projects in 2015 and consulting services rendered in connection with mergers and acquisitions due diligence and the integration of our acquisition of X Plus Two Solutions, Inc. in 2014.

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Audit Services. Audit services include the annual financial statement audit (including required quarterly reviews) and other procedures required to be performed by the independent auditor to form an opinion on our consolidated financial statements. Audit services also include, as necessary, the attestation engagement for the independent auditor’s report on management’s report on internal controls for financial reporting. Other audit services may include services associated with SEC registration statements, periodic reports and other documents filed with the SEC.

•	Audit-related services. Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of our financial statements or that are traditionally performed by the independent auditor.

•	Tax Services. Tax services include services related to tax compliance, tax planning and tax advice.

•	All Other Services. All other services are those services not described in the other categories that are not prohibited by SEC rules.

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•	the Class I directors are John J. Lewis and Monte Zweben, and their terms will expire at the annual meeting to be held during 2017;

•	the Class II directors are William W. Ericson, Richard A. Frankel and Clark M. Kokich, and their terms will expire at the annual meeting of stockholders to be held during 2018;

•	the Class III directors are Susan L. Bostrom, Ronald E. F. Codd and E. Randolph Wootton III, and their terms will expire at the upcoming 2016 Annual Meeting.

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•	appointing, overseeing, and if need be, terminating any independent auditor;

•	assessing the qualification, performance and independence of our independent auditor;

•	reviewing the audit plan and pre-approving all audit and non-audit services to be performed by our independent auditor;

•	reviewing our financial statements and related disclosures;

•	reviewing the adequacy and effectiveness of our accounting and financial reporting processes, systems of internal control and disclosure controls and procedures;

•	reviewing our overall risk management framework;

•	overseeing procedures for the treatment of complaints on accounting, internal accounting controls, or audit matters;

•	reviewing and discussing with management and the independent auditor the results of our annual audit, reviews of our quarterly financial statements and our publicly filed reports;

•	reviewing and approving, as appropriate, related person transactions; and

•	preparing the audit committee report that the SEC requires in our annual proxy statement.

•	reviewing the elements and amount of total compensation for all executive officers and other key employees;

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•	formulating and recommending any proposed changes in the compensation of our chief executive officer for approval by the board;

•	recommending to the board for approval the elements and amount of total compensation for non-employee members of the board;

•	reviewing and approving any changes in the compensation for executive officers and key employees, other than our chief executive officer;

•	administering our equity compensation plans;

•	reviewing annually our overall compensation philosophy and objectives, including compensation program objectives, target pay positioning and equity compensation;

•	reviewing our compensation programs, policies and practices to determine whether they create risks that are reasonably likely to have a material adverse effect on us; and

•	preparing the compensation committee report for our annual proxy statement when required by SEC rules.

•	evaluating and making recommendations regarding the composition, organization and governance of our board of directors and its committees;

•	identifying, recruiting and nominating director candidates to the board if and when necessary;

•	evaluating and making recommendations regarding the creation of additional committees or the change in mandate or dissolution of committees;

•	reviewing and making recommendations with regard to our corporate governance guidelines and compliance with laws and regulations; and

•	reviewing, and approving if appropriate, conflicts of interest of our directors and corporate officers, other than related person transactions, which are reviewed by the audit committee.

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(1)

Non-employee director John J. Lewis does not appear in the table because he did not join the board until January 2016. Non-employee director Monte Zweben does not appear in the table because, although he was a non-employee director for part of the year, he was a named executive officer for 2015 and all of his 2015 compensation is included in "Executive Compensation — Summary Compensation Table," below. Board member Richard Frankel does not appear in the table because he is an executive officer, other than a named executive officer, who did not receive any additional compensation for services provided as a director during 2015. See "Executive Compensation" for the compensation of our directors who were named executive officers during 2015.

(2)	The amount represents the aggregate grant date fair value of restricted stock units as computed in accordance with Financial Standards Board Accounting Standards Codification Topic 178.

(3)

This amount represents the aggregate grant date fair value of stock options as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 9 of the Notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for fiscal 2015 filed with the SEC on March 14, 2016.

(4)

As of December 31, 2015, Ms. Bostrom held (i) an option to purchase 85,000 shares of our common stock at an exercise price of $11.21 per share, which vests in sixteen equal installments over a period of four years with a vesting commencement date of February 6, 2013; (ii) a fully vested option to purchase 3,750 shares of our common stock with an exercise price of $29.00 per share; (iii) a fully vested option to purchase 6,000 shares of our common stock at an exercise price of $23.59 per share; (iv) an option to purchase 17,582 shares of our common stock with an exercise price of $8.47 per share, which will vest and become exercisable on the day prior to the 2016 Annual Meeting; and (v) 8,854 restricted stock units, which will vest and settle on the day prior to the 2016 Annual Meeting.

(5)

As of December 31, 2015, Mr. Codd held (i) a fully vested option to purchase 3,750 shares of our common stock with an exercise price of $29.00 per share; (ii) a fully vested option to purchase 6,000 shares of our common stock at an exercise price of $23.59 per share; (iii) an option to purchase 17,582 shares of our common stock with an exercise price of $8.47 per share, which will vest and become exercisable on the day prior to the 2016 Annual Meeting; and (iv) 8,854 restricted stock units, which will vest and settle on the day prior to the 2016 Annual Meeting.

(6)

As of December 31, 2015, Mr. Ericson held (i) a fully vested option to purchase 3,750 shares of our common stock with an exercise price of $29.00 per share; (ii) a fully vested option to purchase 6,000 shares of our common stock at an exercise price of $23.59 per share; (iii) an option to purchase 17,582 shares of our common stock with an exercise price of $8.47 per share, which will vest and become exercisable on the day prior to the 2016 Annual Meeting; and (iv) 8,854 restricted stock units, which will vest and settle on the day prior to the 2016 Annual Meeting.

(7)

As of December 31, 2015, Mr. Gardner held (i) a fully vested option to purchase 3,750 shares of our common stock with an exercise price of $29.00 per share; (ii) a fully vested option to purchase 6,000 shares of our common stock at an exercise price of $23.59 per share; (iii) an option to purchase 17,582 shares of our common stock with an exercise price of $8.47 per share, which was to vest and become exercisable on the day prior to the 2016 Annual Meeting; and (iv) 8,854 restricted stock units, which were to vest and settle on the day prior to the 2016 Annual Meeting. Mr. Gardner resigned from the Board on January 19, 2016 and all of his outstanding awards terminated on April 19, 2016.

(8)

As of December 31, 2015, Mr. Kokich held (i) a fully vested option to purchase 3,750 shares of our common stock with an exercise price of $29.00 per share; (ii) a fully vested option to purchase 6,000 shares of our common stock at an exercise price of $23.59 per share; (iii) an option to purchase 17,582 shares of our common stock with an exercise price of $8.47 per share, which will vest and become exercisable on the day prior to the 2016 Annual Meeting; and (iv) 8,854 restricted stock units, which will vest and settle on the day prior to the 2016 Annual Meeting.

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(1)

Mr. Wootton joined the Company in March 7, 2015 as CRO and was promoted to CEO on November 2, 2015, a position in which he continues to serve. Bonus consists of $158,889 in commissions that were guaranteed pursuant to his CRO Offer Letter. This agreement is defined and described below under "NEO Employment Agreements and Arrangements — Wootton CRO and CEO Offer Letters." Non-Equity Incentive Plan Compensation consists of non-guaranteed commissions in the amount of $22,894 that Mr. Wootton earned as CRO under the terms of his CRO Offer Letter, plus $53,750 that he earned in 2015 for services as CEO under the Company's Executive Incentive Compensation Plan (the "Umbrella Bonus Plan"). The equity awards granted to Mr. Wootton in 2015 were for his services as CRO under the terms of his CRO Offer Letter. He received addition equity awards in connection with his appointment as CEO. However, those grants were approved in January 2016 and therefore are not included in the table.

(2)

Mr. Zweben has served on the Company's board of directors since March 2010. He joined the Company as an employee, in the role of interim CEO, on March 23, 2015 and served in that role until November 2, 2015, the date on which Mr. Wootton was appointed CEO. From November 2, 2015 through March 10, 2016, Mr. Zweben served as executive chairman of the board. Bonus consists of (i) $200,000 paid to him in lieu of a contemplated fully-vested RSU award that he would otherwise have been granted due to his serving as interim CEO for eight months rather than the originally anticipated four months; and (ii) a $115,000 bonus he earned under the Umbrella Bonus Plan that was in excess of the bonus of up to $85,000 that he was eligible to earn under his Interim CEO Offer Letter ("ICEO Offer Letter"), and which is included in the Non-Equity Incentive Plan Compensation column, as discussed below. This agreement is defined and described below under "NEO Employment Agreements and Arrangements — Zweben ICEO Offer Letter and Executive Chairman Compensation Arrangements." Non-Equity Incentive Plan Compensation consists of aggregate payments earned for 2015 services as Interim CEO under the Umbrella Bonus Plan, including the $85,000 bonus that he earned under the ICEO Offer Letter (see below under "2015 Additional Bonuses for Interim CEO"). As part of Mr. Zweben's compensation in his role as interim CEO, he was granted (i) an option to purchase 42,211 shares of our common stock on April 28, 2015 at an exercise price of $8.75 per share, which vested and became exercisable on the day E. Randolph Wootton III was named CEO on November 2, 2015; (ii) 22,667 restricted stock units on April 28, 2015, which vested on the day E. Randolph Wootton III was named CEO on November 2, 2015; and (iii) a fully vested option to purchase 87,000 shares of our common stock on November 3, 2015 at an exercise price of $5.11 per share. All Other Compensation consists of $6,750 in director fees that he earned during the first quarter of 2015 under the Company's Outside Director Compensation Policy for the portion of the quarter during which he served as an outside director.

(3)

Dr. John, a co-founder of the Company, served as CEO and chairman of the board throughout 2014. During 2015, he served as CEO until March 23, 2015. Following his service as CEO, Dr. John remained an employee of the Company until November 2015, at which time he resigned from employment and from the board of directors. Non-Equity Incentive Plan Compensation for 2015 consists of payments he earned as an executive for the first half of 2015 under the Umbrella Bonus Plan, based solely upon Company achievement of objective metrics. All Other Compensation for 2015 consists of $177,500 he received in recognition of his services to the Company throughout the process of searching for a permanent CEO, and $14,350 as a severance payment. Both payments were made pursuant to the John Separation Agreement. This agreement is defined and described below under "NEO Employment Agreements and Arrangements — John Compensation Arrangements and Separation Agreement."

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(4)

Mr. Thapar joined the Company as Senior Vice President of Research and Development in November 2014 and served in that position throughout 2015. He left the Company in March 2016. Bonus consists of a signing bonus made pursuant to the Thapar Offer Letter This agreement is defined and described below under "NEO Employment Agreements and Arrangements — Thapar Offer Letter and Separation Agreement." The payment was conditioned on Mr. Thapar remaining with the Company through November 15, 2015. Non-Equity Incentive Compensation for 2015 consists of aggregate payments earned during 2015 under the Umbrella Bonus Plan.

(5)

Mr. Trigg served as Senior Vice President and General Manager, EMEA throughout 2015. He left the Company in March 2016 but continues to serve as an advisor to the Company. Non-Equity Incentive Plan Compensation consists of commissions in the amount of $73,034 that he earned with respect to sales targets for EMEA, plus payments in the aggregate amount of $78,019 that he earned for 2015 services under the Umbrella Bonus Plan. Mr. Trigg was compensated in Great British pounds (Sterling) ("GBP"). All amounts in the table were translated into US dollars at the exchange rate in effect on December 31, 2015 on www.oanda.com, which was $1.48236 per GBP.

(6)

Mr. Sankaran joined the Company in December 2014 as Chief Financial Officer ("CFO") and departed in November 2015. Non-Equity Incentive Plan Compensation for 2015 consists of a payment he earned under the Umbrella Bonus Plan for the first half of 2015. All Other Compensation in 2015 consists of $241,381 in relocation assistance and related payments made to him or to third parties on his behalf pursuant to the Sankaran Offer Letter and the Sankaran Letter Agreement, and a severance payment in the amount of $81,250 made pursuant to the Sankaran Separation Agreement. These agreements are defined and described below under "NEO Employment Agreements and Arrangements — Sankaran Offer Letter, Letter Agreement and Separation Agreement." All Other Compensation in 2014 consists of relocation assistance payments that were made pursuant to the Sankaran Offer Letter.

(7)

Amounts represent the aggregate grant date fair value of restricted stock units ("RSUs") and stock options to purchase shares of common stock of the Company ("Common Stock"), as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. The assumptions used in calculating the grant date fair value of the stock options reported in the options column are set forth in Note 9 of the Notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for fiscal 2015 filed with the SEC. As required by SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions.

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(1)	The financial metrics were achieved at 115.5% of target levels.

(2)	Mr. Zweben’s bonus amount for 1H was based on a percentage of his monthly base salary and the number of months he was employed by us during 1H, resulting in an actual bonus that was pro-rated for his time served as interim CEO during 1H.

(3)	Mr. Trigg’s 1H bonus was paid to him in GBP. The amount shown for Mr. Trigg represents the approximate U.S. dollar equivalent of his actual bonus for 1H of £41,993, based on the exchange rate of $1.48236 per GBP in effect on December 31, 2015, as indicated at www.oanda.com.

(4)	Mr. Trigg’s total target bonus for 1H was 70% of his 1H base salary. 50% of this target (35% of 1H base salary) was under the 1H Bonus Plan, and the remaining 50% (35% of 1H base salary) was for commissions outside of the Umbrella Bonus Plan, which are discussed below.

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(1)	The financial metrics were achieved at 100% of target levels.

(2)	All awards paid under the 2H Bonus Plan related to achievement of the financial metrics for Q4. No bonus amounts were paid based on individual performance goals.

(3)	Mr. Wootton’s Q4 bonus was pro-rated for November and December, to reflect the period in 2H during which he served as CEO.

(4)	Mr. Zweben’s Q4 bonus was pro-rated for the portion of Q4 that he was employed by us as our Interim CEO. Mr. Zweben was not eligible to receive a bonus under the Umbrella Bonus Plan for the time he served as executive chairman during Q4.

(5)	Under the 2H Bonus Plan as initially approved, the weighting for Mr. Zweben was 100% financial metrics.

(6)	Dr. John was not entitled to receive any amounts under the 2H Bonus Plan due to termination of his employment prior to the payment date.

(7)	Mr. Trigg’s Q4 bonus was paid to him in GBP. The amount shown for Mr. Trigg represents the approximate U.S. dollar equivalent of his actual bonus for Q4 of £10,947, based on the exchange rate of $1.48236 per GBP in effect on December 31, 2015, as indicated at wwww.oanda.com.

(8)

Under the 2H Bonus plan as initially approved, Mr. Trigg’s total target bonus for 2H was 70% of his base salary, with 50% of this target (35% of his 2H base salary) under the 2H Bonus Plan, and the remaining 50% (35% of his 2H base salary) as commissions outside of the Umbrella Bonus Plan, which are discussed below. As revised, the portion of Mr. Trigg’s target bonus under the Umbrella Bonus Plan was based on 35% of his Q4 base salary, with 30% of the target bonus to be funded based on the Q4 financial portion, and 20% tied to individual performance goals.

(9)	Mr. Sankaran was not entitled to receive any amounts under the 2H Bonus Plan due to termination of his employment prior to the payment date.

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(1)	All awards expire no later than 10 years from the grant date, subject to earlier termination if the award holder's service to Rocket Fuel terminates.

(2)

Unless otherwise indicated, one-fourth of the shares subject to each option vest on the first anniversary of the vesting commencement date, and one forty-eighth of the shares vest each month thereafter, such that all of the shares will have vested on the fourth anniversary of the vesting commencement date, subject to the option holder's continued service to the Company through each applicable vesting date.

(3)

The amounts in the "Stock Awards" column represent shares underlying restricted stock units ("RSUs"). One-fourth of the shares subject to each RSU vest on the first anniversary of the vesting commencement date, and one eighth of the shares vest every six months thereafter, such that all of the shares will have vested on the fourth anniversary of the vesting commencement date, subject to the award holder's continued service to the Company through each applicable vesting date.

(4)	The market values of the unvested stock awards are calculated based on the fair market value per share of our Common Stock on December 31, 2015, which was $3.49 (the closing price on the NASDAQ Global Select market on that date), multiplied by the number of shares subject to the award.

(5)	The vesting commencement date was the grant date.

(6)	The vesting commencement date was March 4, 2015.

(7)	The vesting commencement date was March 10, 2015.

(8)	This option was immediately exercisable as of the grant date for shares of restricted stock prior to vesting, subject to our repurchase right that lapses in accordance with the same vesting schedule applicable to this option.

(9)	100% of the shares subject to this option vested on June 8, 2014.

(10)	100% of the shares subject to this option vested on June 7, 2015.

(11)	100% of the shares subject to this option vested on November 2, 2015.

(12)	100% of the shares subject to this option vested on November 3, 2015.

(13)	Dr. John ceased being an employee of the Company on November 12, 2015, but continued to provide limited transition services through December 24, 2015. Accordingly, his equity awards continued to vest through December 24, 2015. All unvested awards were cancelled on December 25, 2015. Vested options were exercisable through March 24, 2016.

(14)	This option was scheduled to vest over four years in equal monthly installments. The vesting commencement date was March 25, 2012.

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(15)	The vesting commencement date was March 1, 2013.

(16)	The vesting commencement date was November 24, 2014.

(17)	The vesting commencement date was December 10, 2014.

(18)	The vesting commencement date was January 24, 2011.

(19)	The vesting commencement date was February 14, 2014.

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•	the amounts involved exceeded or will exceed $120,000; and

•	any of our directors, executive officers, or beneficial holders of more than 5% of any class of our capital stock, or their immediate family members, had or will have a direct or indirect material interest.

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(1)	The weighted average exercise price is calculated based solely on outstanding stock options. It does not take into account restricted stock units, which have no exercise price.

(2)

Includes the following plans: Rocket Fuel Inc. 2008 Equity Incentive Plan, Rocket Fuel Inc. 2013 Equity Incentive Plan ("2013 Plan") and Rocket Fuel Inc. 2013 Employee Stock Purchase Plan ("ESPP"). Our 2013 Plan provides that on the first day of each fiscal year beginning in 2014, the number of shares available for issuance thereunder is automatically increased by a number equal to the least of (i) 4,000,000 shares of common stock, (ii) five percent (5.0%) of the outstanding shares of common stock as of the last day of our immediately preceding fiscal year, or (iii) such other amount as our board of directors may determine. Our ESPP provides that on the first day of each fiscal year beginning in 2014, the number of shares available for issuance thereunder is automatically increased by a number equal to the least of (i) two percent (2.0%) of the outstanding shares of our common stock on the first day of such fiscal year, (ii) 1,500,000 shares of common stock, or (iii) such other amount as may be determined by our board of directors. On January 1, 2016, the number of shares available for issuance under our 2013 Plan and our ESPP increased by 2,178,350 shares and 871,340 shares, respectively, pursuant to these provisions. These increases are not reflected in the table above. Does not include the 2016 Inducement Plan, which was adopted effective March 4, 2016.

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•	each of our named executive officers;

•	each of our directors;

•	all of our executive officers and directors as a group; and

•	each person, or group of affiliated persons, known by us to be the beneficial owner of more than five percent (5.0%) of any class of our voting securities

*	Represents beneficial ownership of less than one percent (1%).

(1)	Consists of (i) 11,027 shares held of record by Mr. Wootton; and (ii) 15,313 shares issuable pursuant to outstanding stock options exercisable by Mr. Wootton within 60 days of March 31, 2016, all of which will be fully vested as of such date.

(2)	Consists of (i) 27,718 shares held of record by Mr. Zweben; and (ii) 264,831 shares issuable pursuant to outstanding stock options exercisable by Mr. Zweben within 60 days of March 31, 2016, all of which will be fully vested as of such date.

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(3)	Consists of (i) 2,404 shares held of record by Dr. John, and (ii) 2,311,924 held of record by Dr. John and his spouse, as to which Dr. John shares voting and investment power with his spouse. Dr. John's address is 50 Woodside Plaza #449, Redwood City, CA 94061.

(4)	Consists of (i) 10,344 shares held of record by Mr. Thapar; and (ii) 30,542 shares issuable pursuant to outstanding stock options exercisable by Mr. Thapar within 60 days of March 31, 2016, all of which will be fully vested as of such date.

(5)	Consists of (i) 6,681 shares held of record by Mr. Trigg; and (ii) 118,240 shares issuable pursuant to outstanding stock options exercisable by Mr. Trigg within 60 days of March 31, 2016, of which 114,073 shares will be fully vested as of such date.

(6)	Information is as of November 30, 2015, which was Mr. Sankaran's last day of employment with us.

(7)	Consists of (i) 5,051 shares held of record by Ms. Bostrom; and (ii) 94,750 shares issuable pursuant to outstanding stock options exercisable by Ms. Bostrom within 60 days of March 31, 2016, of which 78,813 shares will be fully vested as of such date.

(8)

Consists of (i) 5,051 shares held of record by Mr. Codd; (ii) 100,000 shares held of record by The Codd Revocable Trust Dated March 6, 1998, as to which Mr. Codd shares voting and investment power with his spouse as co-trustee; and (iii) 9,750 shares issuable pursuant to outstanding stock options exercisable by Mr. Codd within 60 days of March 31, 2016, all of which will be fully vested as of such date.

(9)

Consists of (i) 5,051 shares held of record by Mr. Ericson; (ii) 9,295,955 shares held by MDV IX, L.P. as nominee for MDV IX, L.P. and MDV ENF IX, L.P. ("MDV") as disclosed in footnote 14 below (Mr. Ericson is a Managing Director of Ninth MDV Partners, L.L.C., which is the General Partner of MDV and, as such, he may be deemed to share voting and investment power with respect to all shares held by MDV); and (iii) 9,750 shares issuable pursuant to outstanding stock options exercisable by Mr. Ericson within 60 days of March 31, 2016, all of which will be fully vested as of such date.

(10)

Consists of (i) 1,723,742 shares held of record by Mr. Frankel as co-Trustee of the Martha M. Conway & Richard A Frankel TR UA 03/13/09 Conway Frankel Family Trust, as to which Mr. Frankel shares voting and investment power with his spouse, Martha M. Conway; (ii) 76,073 shares held of record by Mr. Frankel as Trustee of the Richard A. Frankel Grantor Retained Annuity Trust U/T/A May 20, 2013; (iii) 76,073 shares held of record by Martha Conway, as Trustee of the Martha M. Conway Grantor Retained Annuity Trust U/T/A May 20, 2013 (the "Conway Trust"); and (iv) 776,485 shares issuable pursuant to outstanding stock options exercisable within 60 days of March 31, 2016, of which 756,016 shares will be fully vested as of such date. By virtue of the relationships described in this footnote, Mr. Frankel may be deemed to share voting and investment power with respect to the shares held by the Conway Trust.

(11)	Consists of (i) 96,651 shares held of record by Mr. Kokich; and (ii) 9,750 shares issuable pursuant to outstanding stock options exercisable by Mr. Kokich within 60 days of March 31 2016, all of which will be fully vested as of such date.

(12)	Mr. Lewis is included in this table instead of Mr. Gardner because the information is provided as of March 31, 2016, rather than December 31, 2015. Mr. Lewis replaced Mr. Gardner on the board of directors on January 19, 2016.

(13)	Consists of (i) 11,426,407 shares beneficially owned by our current executive officers and directors (which excludes NEOs that are no longer executive officers); and (ii) 1,279,974 shares issuable pursuant to outstanding stock options exercisable within 60 days of March 31, 2016, of which 1,238,359 shares will be fully vested as of such date.

(14)

Consists of 9,295,955 shares held of record by MDV, as defined in footnote 9. Ninth MDV Partners, L.L.C. is the General Partner of MDV. William Ericson and Jon Feiber, the Managing Directors of Ninth MDV Partners, L.L.C., may be deemed to share voting and investment power with respect to the shares held of record by MDV. The address for this entity is 3000 Sand Hill Road, Bldg. 3, Suite 290, Menlo Park, CA 94025, Attention: William Ericson.

(15)

Information provided to us by M&G Investment Management Limited ("MAGIM") with regard to shares beneficially owned as of December 31, 2015. MAGIM holds (i) shared voting power with M&G Securities Limited (the Authorised Corporate Director for M&G Investment Funds (1), which jointly filed a Schedule 13G/A with MAGIM on February 11, 2016) with respect to 3,562,798 shares; (ii) sole voting power with respect to 1,008,298 shares; and (iii) sole dispositive power with respect to 4,571,096 shares. The address for MAGIM is Governor’s House, Laurence Pountney Hill, London, EC4R 0HH, England.

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•	Service Agreement between Dominic Trigg and the Company dated August 1, 2011

•	Management Retention Agreement between Dominic Trigg and the Company dated April 24, 2015

•	Management Retention Agreement between Manu Thapar and the Company dated April 8, 2015

•	Separation Agreement and Release between Manu Thapar and the Company dated April 7, 2016

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(c)	your employment has terminated (whether lawfully or unlawfully) or you are under notice of termination (whether given by you or the Company).

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(f)	not to enter any premises of the Company and/or any Group Company nor to visit the premises of any suppliers and/or customers of the Company and/or any Group Company;

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(f)	you commit any act of fraud or dishonesty relating to the Company and/or any Group Company, any of its or their employees, customers or otherwise;

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1.1	In this Schedule, unless the context otherwise requires, the following additional definitions shall apply in addition to the definitions contained in the Agreement to which this Schedule is annexed and of which it forms a part):

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Address:	Evergreen House, Cherkley Hill

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1.

Payments. On April 1, 2016, the Company paid you all accrued salary, less applicable withholdings, through April 1 2016. In addition, if you sign this Agreement, and return it by the deadline specified below, and it becomes effective, as described below, and you comply fully with your obligations under this Agreement, then the Company shall pay you the severance benefits provided in paragraph 2.2 of the Management Retention Agreement, pursuant to all the terms and conditions of that agreement. You acknowledge and represent that other than the consideration set forth in the Management Retention Agreement, the Company and its agents have paid or provided

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2.

Equity. Employee has received one or more restricted stock unit awards (“RSU(s)”) and one or more stock option awards (“Stock Option(s)”) (collectively, the “Equity Awards”) subject to the terms and conditions of the Company’s 2013 Equity Incentive Plan (the “Plan”) and of the related restricted stock unit and stock option award agreement(s) (each such agreement, together with the Plan, collectively, the “Equity Agreements”), pursuant to which Employee was eligible to purchase or receive shares of the Company’s common stock if the applicable vesting conditions were met. We agree that as of the Termination Date, you will have vested in each RSU award and each Stock Option to the extent shown on Exhibit D hereto and no more. Any other RSUs and Stock Options are unvested and all unvested RSUs and unvested Stock Options shall immediately terminate and be forfeited as of the Termination Date. We agree that you hold no other, and have rights to no other, Company equity awards. The exercise of your outstanding Stock Options and the shares purchased thereunder, and any shares received under your RSU awards shall continue to be governed by the terms and conditions of the applicable Equity Agreements and the applicable equity plan under which the grants were made.

3.

Benefits. Employee’s health insurance benefits shall cease on the last day of the month in which the Termination Date occurs, subject to Employee’s right to continue his health insurance under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) and, as applicable, state insurance laws. Employee will receive additional information regarding his right to elect continued coverage under COBRA in a separate communication. You will be required to sign up for the COBRA insurance in order to receive this benefit. Employee’s participation in all benefits and incidents of employment, including, but not limited to, vesting in stock options, and the accrual of bonuses, vacation, and paid time off, ceased as of the Termination Date.

4.

Expense Reimbursement. Employee agrees that, within thirty (30) days after the Termination Date, Employee will submit your final documented expense reimbursement statement reflecting all reasonable business expenses Employee incurred during your employment with the Company through the Termination Date, if any, for which Employee seeks reimbursement. The Company will reimburse Employee for all reasonable business expenses pursuant to its regular business practice.

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5.

Return of Company Property. By the Termination Date, Employee agrees to return to the Company all hard copy and electronic documents (and all copies thereof) and other Company property that Employee has had in his possession at any time, including, but not limited to, files, notes, drawings, records, business plans and forecasts, financial information, specifications, computer-recorded information (including email), tangible property, credit cards, entry cards, identification badges and keys; and, any materials of any kind that contain or embody any proprietary or confidential information of the Company (and all reproductions thereof).

6.

Release of Claims. Except as otherwise set forth in this Agreement and as provided in the Company’s by-laws and the indemnification agreement between you and the Company, Employee agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company and its current and former officers, directors, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries, and predecessor and successor corporations and assigns (collectively, the “Releasees”). Employee, on his own behalf and on behalf of his respective heirs, family members, executors, agents, and assigns, hereby and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement, including, without limitation:

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7.

Acknowledgment of Waiver of Claims under ADEA. Employee acknowledges that he is waiving and releasing any rights he may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), and that this waiver and release is knowing and voluntary. Employee agrees that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the Effective Date of this Agreement. Employee acknowledges that the consideration given for this waiver and release is in

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8.	California Civil Code Section 1542. Employee acknowledges that he has been advised to consult with legal counsel and is familiar with the provisions of California Civil Code Section 1542, a statute that otherwise prohibits the release of unknown claims, which provides as follows:

9.

No Pending or Future Lawsuits. Employee represents that he has not filed any charges, complaints, grievances, arbitrations, lawsuits, or claims against the Company or any of the Releasees, with any local, state or federal agency, union or court up to the date of execution of this Agreement pertaining to the claims released in this Agreement, and that, except as allowed by this Agreement, Employee will not do so at any time hereafter, based upon events occurring prior to the date of execution of this Agreement. In the event any agency, union, or court ever assumes jurisdiction of any lawsuit, claim, charge, grievance, arbitration, or complaint, or purports to bring any legal proceeding on Employee’s behalf pertaining to the claims released in this Agreement, except as allowed by this Agreement, Employee will ask any such agency, union, or court to withdraw from and/or dismiss any such action, grievance, or arbitration, with prejudice. Notwithstanding the foregoing, nothing in this Agreement shall in any way limit or

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10.

Trade Secrets and Confidential Information/Company Property. Employee reaffirms and agrees to observe and abide by the terms of the Confidentiality Agreement, specifically including the provisions therein regarding nondisclosure of the Company’s trade secrets and confidential and proprietary information, and non-solicitation of Company employees. Employee agrees that the above reaffirmation and agreement with the Confidentiality Agreement shall constitute a new and separately enforceable agreement to abide by the terms of the Confidentiality Agreement, entered and effective as of the Effective Date. Employee specifically acknowledges and agrees that any violation of the restrictive covenants in the Confidentiality Agreement shall constitute a material breach of this Agreement. Employee’s signature below constitutes his certification that he has returned all documents and other items provided to Employee by the Company, developed or obtained by Employee in connection with his employment with the Company, or otherwise belonging to the Company, including, but not limited to, all passwords to any software or other programs or data that Employee used in performing services for the Company.

11.

No Cooperation. Employee agrees that he will not knowingly encourage, counsel, or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against any of the Releasees, unless under a subpoena or other court order to do so or as related directly to the ADEA waiver in this Agreement. Employee agrees both to immediately notify the Company upon receipt of any such subpoena or court order, and to furnish, within three (3) business days of its receipt, a copy of such subpoena or other court order. If approached by anyone for counsel or assistance in the presentation or

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12.	Cooperation. The parties acknowledge that as of the Termination Date, the Company is involved in litigation related to certain matters in which you may have been involved during your employment at the Company (“Litigation”). You agree to cooperate with the Company and participate to the extent reasonably requested by the Company in connection with its investigation and response to the Litigation.

13.	Nondisparagement. Employee agrees to refrain from any disparaging statements about the Company or any of the other Releasees including, without limitation, the business, products, intellectual property, financial standing, future, or employment/compensation/benefit practices of the Company.

14.

Breach. In addition to the rights provided in the “Attorneys’ Fees” section below, Employee acknowledges and agrees that any material breach of this Agreement, unless such breach constitutes a legal action by Employee challenging or seeking a determination in good faith of the validity of the waiver herein under the ADEA, or of any provision of the Confidentiality Agreement shall entitle the Company to recover and/or cease providing the consideration provided to Employee under this Agreement and to obtain damages, except as provided by law, provided, however, that the Company shall not recover One Hundred Dollars ($100.00) of the consideration already paid pursuant to this Agreement and such amount shall serve as full and complete consideration for the promises and obligations assumed by Employee under this Agreement and the Confidentiality Agreement.

15.

No Admission of Liability. Employee understands and acknowledges that this Agreement constitutes a compromise and settlement of any and all actual or potential disputed claims by Employee. No action taken by the Company hereto, either previously or in connection with this Agreement, shall be deemed or construed to be (a) an admission of the truth or falsity of any actual or potential claims or (b) an acknowledgment or admission by the Company of any fault or liability whatsoever to Employee or to any third party.

16.	Costs. The Parties shall each bear their own costs, attorneys’ fees, and other fees incurred in connection with the preparation of this Agreement.

17.	ARBITRATION. THE PARTIES AGREE THAT ANY AND ALL DISPUTES ARISING OUT OF THE TERMS OF THIS AGREEMENT, THEIR INTERPRETATION, AND ANY OF THE MATTERS HEREIN RELEASED, SHALL BE SUBJECT TO ARBITRATION IN SAN FRANCISCO COUNTY, BEFORE THE JUDICIAL ARBITRATION AND MEDIATION SERVICE (“JAMS”) UNDER ITS COMPREHENSIVE ARBITRATION RULES (“JAMS RULES”) AND

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18.

Tax Consequences. The Company makes no representations or warranties with respect to the tax consequences of the payments and any other consideration provided to Employee or made on his behalf under the terms of this Agreement. Employee agrees and understands that he is responsible for payment, if any, of local, state, and/or federal taxes on the payments and any other consideration provided hereunder by the Company and any penalties or assessments thereon. Employee further agrees to indemnify and hold the Company harmless from any claims, demands, deficiencies, penalties, interest, assessments, executions, judgments, or recoveries by any government agency against the Company for any amounts claimed due on account of (a) Employee’s failure to

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19.

Section 409A. This Agreement and all payments and benefits hereunder are intended to be exempt from or otherwise comply with Section 409A of the Internal Revenue Code of 1986, as amended and the regulations and guidance thereunder, and any applicable state law equivalent, as each may be amended or promulgated from time to time (together, “Section 409A”), so that none of the payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted in that manner. In all cases, any severance payments payable to Employee under this Agreement will be paid within the “short-term deferral” period under Section 409A. Notwithstanding the foregoing, if and to the extent necessary to avoid subjecting Employee to an additional tax under Section 409A, payment of all or a portion of the severance payments or benefits payable under this Agreement and any other separation-related deferred compensation (within the meaning of Section 409A) payable to Employee will be delayed until the date that is 6 months and 1 day following Employee’s separation from service (within the meaning of Section 409A). In no event will the Company reimburse Employee for any taxes that may be imposed on Employee as a result of Section 409A. Employee and the Company agree to work together to consider amendments to this Agreement and to take such reasonable actions to avoid imposition of any additional tax or income recognition under Section 409A prior to actual payment to Employee. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of the Section 409A-related regulations.

20.

Authority. The Company represents and warrants that the undersigned has the authority to act on behalf of the Company and to bind the Company and all who may claim through it to the terms and conditions of this Agreement. Employee represents and warrants that he has the capacity to act on his own behalf and on behalf of all who might claim through him to bind them to the terms and conditions of this Agreement. Each Party warrants and represents that there are no liens or claims of lien or assignments in law or equity or otherwise of or against any claim or cause of action released herein.

21.	No Representations. Employee represents that he has had an opportunity to consult with an attorney, and has carefully read and understands the scope and effect of the provisions of this Agreement. Employee has not relied upon any representations or statements made by the Company that are not specifically set forth in this Agreement.

22.	Severability. In the event that any provision or any portion of any provision hereof or any surviving agreement made a part hereof becomes or is declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable, or void, this Agreement shall continue in full force and effect without said provision or portion of provision.

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23.

Attorneys’ Fees. Except with regard to a legal action challenging or seeking a determination in good faith of the validity of the waiver herein under the ADEA, in the event that either Party brings an action to enforce or effect its rights under this Agreement, the prevailing Party shall be entitled to recover its costs and expenses, including the costs of mediation, arbitration, litigation, court fees, and reasonable attorneys’ fees incurred in connection with such an action.

24.

Entire Agreement. This Agreement, and its exhibits, represents the entire agreement and understanding between the Company and Employee concerning the subject matter of this Agreement and Employee’s employment with and separation from the Company and the events leading thereto and associated therewith, and supersedes and replaces any and all prior agreements and understandings concerning the subject matter of this Agreement and Employee’s relationship with the Company, including the Offer Letter and the Management Retention Agreement, with the exception of the Confidentiality Agreement and the Equity Agreements.

25.	No Oral Modification. This Agreement may only be amended in a writing signed by Employee and the Company’s Chief Executive Officer.

26.	Governing Law. This Agreement shall be governed by the laws of the State of California, without regard for choice-of-law provisions. Employee consents to personal and exclusive jurisdiction and venue in the State of California.

27.

Effective Date. Employee understands that this Agreement shall be null and void if not executed by him within the twenty-one (21) day period set forth above. Each Party has seven (7) days after that Party signs this Agreement to revoke it. This Agreement will become effective on the eighth (8th) day after Employee signed this Agreement, so long as it has been signed by the Parties and has not been revoked by either Party before that date (the “Effective Date”).

28.	Counterparts. This Agreement may be executed in counterparts and by facsimile, and each counterpart and facsimile shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned.

29.	Voluntary Execution of Agreement. Employee understands and agrees that he executed this Agreement voluntarily, without any duress or undue influence on the part or behalf of the Company or any third party, with the full intent of releasing all of his claims against the Company and any of the other Releasees.

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