SEC Form 4 · accession 0001209191-17-066533
ROKU, INC · ROKU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ray A. Rothrock
Director
Period of report
Dec 15, 2017
Accepted (ET)
Dec 19, 2017 · 7:26 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001428439
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F1 | $4.08 | Dec 15, 2017 | M | 83,333 | D | — | Aug 3, 2024 | Class B Common Stock | 83,333 | 0 | D |
| Class B Common StockF4,F2,F3 | — | Dec 15, 2017 | M | 83,333 | A | — | — | Class A Common Stock | 83,333 | 83,333 | D |
| Class B Common StockF4,F5,F6,F2,F3 | — | holding | — | — | — | — | — | Class A Common Stock | 90,579 | 90,579 | I |
Explanation of responses
- F11/48 of the Option vests in equal monthly installments one month from 8/4/2014. The shares subject to this option have been early exercised, subject to the Issuer's right to repurchase with respect to the unvested portion.
- F2Each 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 Amended and 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.
- F3The Class B Common Stock has no expiration date.
- F4No shares have been sold by the Reporting Person and the shares are subject to a Lock-Up Agreement for a period of 180 days following the date of the Final Prospectus relating to the Public Offering of Class A Common Stock of the Issuer pursuant to a Registration Statement filed by the Issuer with the Securities and Exchange Commission.
- F5Shares are held by FiftySix Investments, LLC.
- F6Mr. Rothrock is a Manager of FiftySix Investments, LLC and may be deemed to have shared voting and investment power over the shares held by FiftySix Investments, LLC. Mr. Rothrock disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.