SEC Form 4 · accession 0000899243-18-012962
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
May 11, 2018
Accepted (ET)
May 15, 2018 · 6:45 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 StockF2,F1,F3 | May 11, 2018 | J | 4,500,000 | — | D | 14,588,668 | I | See footnote |
| Class A Common StockF4,F1,F5 | May 11, 2018 | J | 1,115,179 | — | A | 1,115,179 | I | See footnote |
| Class A Common StockF6,F1 | May 11, 2018 | J | 1,115,179 | — | D | 0 | I | See footnote |
| Class A Common StockF7 | May 11, 2018 | J | 61,046 | — | A | 119,278 | I | By Shawn T. Carolan and Jennifer M. Carolan, Trustees of the Carolan Family Trust Dated Nov 4, 2010 |
| Class A Common StockF8 | May 15, 2018 | G | 31,900 | — | D | 87,378 | I | By Shawn T. Carolan and Jennifer M. Carolan, Trustees of the Carolan Family Trust Dated Nov 4, 2010 |
Table II — derivative securities
No Table II lines on this filing.
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.
- F2Represents 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. The shares were distributed as follows: (i) 4,385,966 shares by Menlo X, (ii) 76,754 shares by MMEF X, and (iii) 37,280 shares by MEF X.
- F3Following the distributions described in footnote (2), these shares are held as follows: (i) 14,218,981 shares by Menlo X, (ii) 248,829 shares by MMEF X, and (iii) 120,858 shares by MEF X.
- F4Represents the receipt of shares by MVM-X in the distributions described in greater detail in footnote (2).
- F5Shares are held by MVM-X.
- F6Represents a pro-rata in-kind distribution of shares of Class A Common Stock by MVM-X, without consideration, to its members.
- F7Represents a change in the form of ownership from one form of indirect ownership to another by virtue of the receipt of (i) 60,822 shares in the pro rata in kind distribution of Class A Common Stock of the Issuer by MVM-X described in footnote (6), and (ii) 224 shares in the pro rata in kind distribution of Class A Common Stock of the Issuer by MMEF X described in footnote (2). 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.
- F8Carolan made a bona fide gift of 31,900 shares of Class A Common Stock in the form of a charitable donation.