SEC Form 4 · accession 0000899243-18-008706
ROKU, INC · ROKU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Shawn T Carolan
Director · 10% Owner
Period of report
Mar 26, 2018
Accepted (ET)
Mar 28, 2018 · 4:32 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 B Common StockF1,F2 | Mar 26, 2018 | C | 23,388,668 | $0.00 | A | 23,388,668 | I | See footnote |
| Class B Common StockF3,F1,F4 | Mar 26, 2018 | J | 4,300,000 | — | D | 19,088,668 | I | See footnote |
| Class B Common StockF5,F1,F6 | Mar 26, 2018 | J | 1,063,771 | — | A | 1,063,771 | I | See footnote |
| Class B Common StockF7,F1,F6 | Mar 26, 2018 | J | 1,063,771 | — | D | 0 | I | See footnote |
| Class B Common StockF8 | Mar 26, 2018 | J | 58,232 | — | A | 58,232 | I | By Shawn T. Carolan and Jennifer M. Carolan, Trustees of the Carolan Family Trust Dated November 4, |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1,F2,F9 | — | Mar 26, 2018 | C | 23,388,668 | D | — | — | Class A Common Stock | 23,388,668 | 0 | I |
Explanation of responses
- F1MV Management X, L.L.C. ("MVM-X") is the sole general partner of Menlo Ventures X, L.P. ("Menlo X"), MMEF X, L.P. ("MMEF X") and Menlo Entrepreneurs Fund X, L.P. ("MEF X" and, collectively with Menlo X and MMEF X, the "Menlo Funds"). MVM-X exercises voting and dispositive power over the shares held by each of the Menlo Funds. The Reporting Person disclaims beneficial ownership of the shares reported herein as held by the Menlo Funds and MVM-X, except to the extent of his proportionate pecuniary interest therein.
- F2The shares of Class B Common Stock converted, and the shares of Class A Common Stock received on conversion, were held as follows: (i) 22,795,982 shares held by Menlo X, (ii) 398,925 shares held by MMEF X, and (iii) 193,761 shares held by MEF X.
- F3Represents a pro rata in kind distribution of shares of Class A Common Stock, without consideration, by each of Menlo X, MMEF X and MEF X to their respective partners, including their general partner, MVM-X, pursuant to a distribution plan adopted in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934. The shares were distributed as follows: (i) 4,191,035 shares by Menlo X, (ii) 73,342 shares by MMEF X, and (iii) 35,623 shares by MEF X.
- F4Following the distributions described in footnote (3), these shares are held as follows: (i) 18,604,947 shares by Menlo X, (ii) 325,583 shares by MMEF X, and (iii) 158,138 shares by MEF X.
- F5Represents the receipt of shares by MVM-X in the distributions described in greater detail in footnote (3).
- F6Shares are held by MVM-X.
- F7Represents a pro-rata in-kind distribution of shares of Class A Common Stock by MVM-X, without consideration, to its members, pursuant to a distribution plan adopted in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934.
- F8Represents a change in the form of ownership from one form of indirect ownership to another by virtue of the receipt of (i) 58,232 shares in the pro rata in kind distribution of Class A Common Stock of the Issuer by MVM-X described in footnote (7), and (ii) 214 shares in the pro rata in kind distribution of Class A Common Stock of the Issuer by MMEF X described in footnote (3). The shares are held by the Shawn T. Carolan and Jennifer M. Carolan, Trustees of the Carolan Family Trust Dated November 4, 2010 (the "Trust"). The Reporting Person is a trustee of the Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Trust except to the extent of his proportionate pecuniary interest therein.
- F9The Class B Common Stock will convert automatically into Class A Common Stock upon the earlier of: (i) any transfer except for certain "Permitted Transfers" as defined in the Issuer's restated certificate of incorporation, (ii) the first "Trading Day," as defined in the Issuer's restated certificate of incorporation, falling on or after the date on which the shares of Class B Common Stock represent less than 10% of the aggregate number of outstanding shares of Class A Common Stock and Class B Common Stock or (iii) the vote of the holders of Class B Common Stock representing at least 66-2/3% of the shares of Class B Common Stock.