SEC Form 4 · accession 0001716837-18-000013
ROKU, INC · ROKU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephen H Kay
Officer — SVP, Gen. Counsel, Sec · Director
Period of report
Apr 2, 2018
Accepted (ET)
Apr 4, 2018 · 8:38 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 | Apr 2, 2018 | C | 30,000 | $2.94 | A | 30,000 | D | |
| Class A Common StockF1,F2 | Apr 2, 2018 | S | 30,000 | $30.47 | D | 0 | D | |
| Class A Common StockF1 | Apr 4, 2018 | C | 6,000 | $2.94 | A | 6,000 | D | |
| Class A Common StockF1 | Apr 4, 2018 | S | 6,000 | $32.00 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F3,F4,F5 | $2.94 | Apr 2, 2018 | M | 30,000 | D | — | Jan 23, 2024 | Class B Common Stock | 30,000 | 303,216 | D |
| Class B Common StockF3,F4 | $2.94 | Apr 2, 2018 | M | 30,000 | A | — | Jan 23, 2024 | Class A Common Stock | 30,000 | 30,000 | D |
| Class B Common StockF3,F4 | $2.94 | Apr 2, 2018 | C | 30,000 | D | — | Jan 23, 2024 | Class A Common Stock | 30,000 | 0 | D |
| Employee Stock Option (Right to Buy)F3,F4,F5 | $2.94 | Apr 4, 2018 | M | 6,000 | D | — | Jan 23, 2024 | Class B Common Stock | 6,000 | 96,040 | D |
| Class B Common StockF3,F4 | $2.94 | Apr 4, 2018 | M | 6,000 | A | — | Jan 23, 2024 | Class A Common Stock | 6,000 | 6,000 | D |
| Class B Common StockF3,F4 | $2.94 | Apr 4, 2018 | C | 6,000 | D | — | Jan 23, 2024 | Class A Common Stock | 6,000 | 0 | D |
Explanation of responses
- F1Shares sold pursuant to Mr. Kay's 10b5-1 plan dated November 20, 2017.
- F2The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.06 to $31.53 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F3Each 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. Following the closing of the Issuer's sale of its Class A Common Stock in its initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, 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, (continued in footnote 4)
- F4(footnote 3 continued), (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.
- F5Granted January 23, 2014; 1/48 of the Option vests in equal monthly installments from 1/23/14.