SEC Form 4 · accession 0001716837-18-000018
ROKU, INC · ROKU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephen H Kay
Officer — SVP General Counsel, Secretary
Period of report
May 1, 2018
Accepted (ET)
May 3, 2018 · 5:53 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 StockF5 | May 1, 2018 | C | 30,000 | $2.94 | A | 30,000 | D | |
| Class A Common StockF5 | May 1, 2018 | S | 30,000 | $32.38 | D | 0 | D | |
| Class A Common StockF5 | May 1, 2018 | C | 6,000 | $2.94 | A | 6,000 | D | |
| Class A Common StockF5 | May 1, 2018 | S | 6,000 | $32.38 | 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,F1 | $2.94 | May 1, 2018 | M | 30,000 | D | — | Jan 23, 2024 | Class B Common Stock | 30,000 | 273,216 | D |
| Class B Common StockF3,F4 | $2.94 | May 1, 2018 | M | 30,000 | A | — | Jan 23, 2024 | Class A Common Stock | 30,000 | 30,000 | D |
| Class B Common StockF3,F4 | $2.94 | May 1, 2018 | C | 30,000 | D | — | Jan 23, 2024 | Class A Common Stock | 30,000 | 0 | D |
| Employee Stock Option (Right to Buy)F3,F4,F2 | $2.94 | May 1, 2018 | M | 6,000 | D | — | Jan 23, 2024 | Class B Common Stock | 6,000 | 90,040 | D |
| Class B Common StockF3,F4 | $2.94 | May 1, 2018 | M | 6,000 | A | — | Jan 23, 2024 | Class A Common Stock | 6,000 | 6,000 | D |
| Class B Common StockF3,F4 | $2.94 | May 1, 2018 | C | 6,000 | D | — | Jan 23, 2024 | Class A Common Stock | 6,000 | 0 | D |
Explanation of responses
- F11/4 of the Option vested on 1/2/2015 and 1/48 of the Option vests in equal monthly installments beginning one month from 1/2/2015.
- F21/4 of the Option vested on 12/31/2014 and 1/48 of the Option vests in equal monthly installments beginning 1/2/15.
- 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. 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 on 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.
- F5Shares sold pursuant to Mr. Kay's 10b5-1 plan dated November 20, 2017.