SEC Form 4 · accession 0001209191-17-054764
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
Oct 2, 2017
Accepted (ET)
Oct 2, 2017 · 7:22 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 StockF1,F2,F3 | Oct 2, 2017 | C | 6,900,000 | — | A | 6,900,000 | I | See Footnote |
| Class A Common StockF2,F3 | Oct 2, 2017 | S | 6,900,000 | $14.00 | D | 0 | 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 StockF3,F5,F4 | — | Oct 2, 2017 | C | 3,029,159 | D | — | — | Class B Common Stock | 3,029,159 | 0 | I |
| Series B Preferred StockF3,F6,F4 | — | Oct 2, 2017 | C | 6,396,068 | D | — | — | Class B Common Stock | 6,396,068 | 0 | I |
| Series C-1 Preferred StockF3,F7,F4 | — | Oct 2, 2017 | C | 9,240,558 | D | — | — | Class B Common Stock | 9,240,558 | 0 | I |
| Series C-2 Preferred StockF3,F8,F4 | — | Oct 2, 2017 | C | 7,700,466 | D | — | — | Class B Common Stock | 7,700,466 | 0 | I |
| Series D Preferred StockF3,F9,F4 | — | Oct 2, 2017 | C | 829,220 | D | — | — | Class B Common Stock | 829,220 | 0 | I |
| Series E Preferred StockF3,F10,F4 | — | Oct 2, 2017 | C | 1,804,332 | D | — | — | Class B Common Stock | 1,804,332 | 0 | I |
| Series G Preferred StockF3,F11,F4 | — | Oct 2, 2017 | C | 897,745 | D | — | — | Class B Common Stock | 897,745 | 0 | I |
| Series H Preferred StockF3,F12,F4 | — | Oct 2, 2017 | C | 327,032 | D | — | — | Class B Common Stock | 327,032 | 0 | I |
| Class B Common StockF3,F13,F1 | — | Oct 2, 2017 | C | 30,224,580 | A | — | — | Class A Common Stock | 30,224,580 | 30,288,668 | I |
| Class B Common StockF3,F14,F1 | — | Oct 2, 2017 | C | 6,900,000 | D | — | — | Class A Common Stock | 6,900,000 | 23,388,668 | I |
Explanation of responses
- F1Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. The 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.
- F10These shares consist of (i) 1,758,610 shares held by Menlo Ventures X, L.P., (ii) 30,775 shares held by MMEF X, L.P., and (iii) 14,947 shares held by Entrepreneurs Fund X, L.P.
- F11These shares consist of (i) 874,996 shares held by Menlo Ventures X, L.P., (ii) 15,312 shares held by MMEF X, L.P., and (iii) 7,437 shares held by Entrepreneurs Fund X, L.P.
- F12These shares consist of (i) 318,745 shares held by Menlo Ventures X, L.P., (ii) 5,578 shares held by MMEF X, L.P., and (iii) 2,709 shares held by Entrepreneurs Fund X, L.P.
- F13These shares consist of (i) 29,521,128 shares held by Menlo Ventures X, L.P., (ii) 516,615 shares held by MMEF X, L.P., and (iii) 250,925 shares held by Entrepreneurs Fund X, L.P.
- F14These shares consist of (i) 22,795,982 shares held by Menlo Ventures X, L.P., (ii) 398,925 shares held by MMEF X, L.P., and (iii) 193,761 shares held by Entrepreneurs Fund X, L.P.
- F2These shares consist of (i) 6,725,146 shares held by Menlo Ventures X, L.P., (ii) 117,690 shares held by MMEF X, L.P., and (iii) 57,164 shares held by Entrepreneurs Fund X, L.P.
- F3MV Management X, L.L.C. is the general partner of Menlo Ventures X, L.P., MMEF X, L.P., and Menlo Entrepreneurs Fund X, L.P. (collectively, the "Menlo Funds"), and the managing members of the general partner are Henry D. Montgomery, John W. Javre, Douglas C. Carlisle, Mark A. Siegel, and Shawn T. Carolan. These individuals may be deemed to have shared voting and investment power over the shares held by Menlo Funds. Each of these individuals disclaims beneficial ownership of such shares, except to the extent of his or her proportionate pecuniary interest therein and this report shall not be deemed an admission that the reporting person or its managing members are the beneficial owner of such securities for Section 16 or any other purpose. Shawn T. Carolan is a director of the Issuer.
- F4The 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.
- F5These shares consist of (i) 2,952,398 shares held by Menlo Ventures X, L.P., (ii) 51,666 shares held by MMEF X, L.P., and (iii) 25,095 shares held by Entrepreneurs Fund X, L.P.
- F6These shares consist of (i) 6,233,986 shares held by Menlo Ventures X, L.P., (ii) 109,094 shares held by MMEF X, L.P., and (iii) 52,988 shares held by Entrepreneurs Fund X, L.P.
- F7These shares consist of (i) 9,006,393 shares held by Menlo Ventures X, L.P., (ii) 157,611 shares held by MMEF X, L.P., and (iii) 76,554 shares held by Entrepreneurs Fund X, L.P.
- F8These shares consist of (i) 7,505,328 shares held by Menlo Ventures X, L.P., (ii) 131,343 shares held by MMEF X, L.P., and (iii) 63,795 shares held by Entrepreneurs Fund X, L.P.
- F9These shares consist of (i) 808,208 shares held by Menlo Ventures X, L.P., (ii) 14,143 shares held by MMEF X, L.P., and (iii) 6,869 shares held by Entrepreneurs Fund X, L.P.