SEC Form 4 · accession 0000899243-18-008708
ROKU, INC · ROKU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Menlo Ventures X L P
10% Owner
MENLO ENTREPRENEURS FUND X LP
10% Owner
MMEF X LP
10% Owner
MV Management X, L.L.C.
10% Owner
Period of report
Mar 26, 2018
Accepted (ET)
Mar 28, 2018 · 4:34 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 | Mar 26, 2018 | J | 1,063,771 | — | A | 1,063,771 | D | |
| Class B Common StockF6 | Mar 26, 2018 | J | 1,063,771 | — | D | 0 | D |
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,F7 | — | 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. Each of the reporting persons disclaims beneficial ownership of the shares reported herein, except to the extent of its 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).
- F6Represents 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.
- F7The 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.