SEC Form 4 · accession 0000899243-18-008524

ROKU, INC · ROKU

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owners

Globespan Capital Partners V LP

10% Owner

Andrew P Goldfarb

10% Owner

Period of report

Oct 2, 2017

Accepted (ET)

Mar 26, 2018 · 8:59 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001428439

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock^F1,F2,F3	Mar 22, 2018	C	4,681,527	—	A	4,681,527	I	See footnote
Class A Common Stock^F1,F2,F4	Mar 22, 2018	C	545,054	—	A	545,054	I	See footnote

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Series A Preferred^F3,F5	—	Oct 2, 2017	C	166,666	D	—	—	Class B Common Stock	166,666	0	I
Class B Common Stock^F3,F1,F2	—	Oct 2, 2017	C	166,666	A	—	—	Class A Common Stock	166,666	166,666	I
Series D Preferred^F3,F5	—	Oct 2, 2017	C	3,059,947	D	—	—	Class B Common Stock	3,059,947	0	I
Class B Common Stock^F3,F1,F2	—	Oct 2, 2017	C	3,059,947	A	—	—	Class A Common Stock	3,059,947	3,226,613	I
Series E Preferred^F3,F5	—	Oct 2, 2017	C	1,236,893	D	—	—	Class B Common Stock	1,236,893	0	I
Class B Common Stock^F3,F1,F2	—	Oct 2, 2017	C	1,236,893	A	—	—	Class A Common Stock	1,236,893	4,463,506	I
Series H Preferred^F3,F5	—	Oct 2, 2017	C	218,021	D	—	—	Class B Common Stock	218,021	0	I
Class B Common Stock^F3,F1,F2	—	Oct 2, 2017	C	218,021	A	—	—	Class A Common Stock	218,021	4,681,527	I
Series H Preferred^F4,F5	—	Oct 2, 2017	C	545,054	D	—	—	Class B Common Stock	545,054	0	I
Class B Common Stock^F4,F1,F2	—	Oct 2, 2017	C	545,054	A	—	—	Class A Common Stock	545,054	545,054	I
Class B Common Stock^F3,F1,F2	—	Mar 22, 2018	C	4,681,527	D	—	—	Class A Common Stock	4,681,527	0	I
Class B Common Stock^F4,F1,F2	—	Mar 22, 2018	C	545,054	D	—	—	Class A Common Stock	545,054	0	I

Explanation of responses

F1Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date. In addition, each share of Class B Common Stock will convert into one share of Class A Common Stock upon any transfer, whether or not for value and whether voluntary or involuntary or by operation of law, except for certain transfers described the amended and restated certificate of incorporation of Roku, Inc. (the "Issuer"). All shares of Class B Common Stock will convert into Class A Common Stock on the earlier of (a) the first trading day on or after the date on which the outstanding shares of Class B Common Stock represent less than 10% of the then outstanding Class A and Class B Common Stock or (b) the date specified by vote of the holders of 66 2/3% of the outstanding shares of Class B Common Stock, voting as a single class.
F2(Continued from Footnote 1) Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to the aforementioned conversion rights and voting rights.
F3Held directly by Globespan Capital Partners V, L.P. ("GCP V").
F4Held directly by another fund affiliated with GCP V.
F5The preferred stock automatically converted into Class B common stock on a 1-to-1 basis immediately upon closing of the initial public offering of the Issuer and has no expiration date.