SEC Form 4 · accession 0001209191-18-022005
ROKU, INC · ROKU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Daniel V Leff
Director
Period of report
Mar 27, 2018
Accepted (ET)
Mar 28, 2018 · 9:57 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 | Mar 27, 2017 | C | 652,009 | $0.00 | A | 652,009 | I | See Footnote |
| Class A Common StockF2 | Mar 27, 2017 | J | 561,632 | $0.00 | D | 90,377 | 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 StockF4,F5,F3 | — | Mar 27, 2017 | C | 652,009 | D | — | — | Class A Common Stock | 652,009 | 74,207 | I |
Explanation of responses
- F1Luminari Capital, L.P. ("Luminari Capital") distributed these shares to its limited partners and general partners on a pro-rata basis, for no consideration.
- F2Shares acquired in connection with a pro-rata stock distribution to the limited and general partners of Luminari Capital, for no consideration. The general partner of Luminari Capital is Luminari Capital Partners, LLC, of which Daniel Leff is the managing member.
- F3Each share of Class B Common Stock is convertible at any time at the option of the Holder 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.
- F4Shares held by Luminari Capital.
- F5Mr. Leff does not own shares in his individual capacity. The shares are owned directly by Luminari Capital. The general partner of Luminari Capital is Luminari Capital Partners, LLC, of which Daniel Leff is the managing member. Daniel Leff may be deemed to have sole voting and investment power over the shares held by Luminari Capital. Mr. Leff disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein and the inclusion of these securities in this report shall not be deemed an admission by Mr. Leff of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.