SEC Form 4 · accession 0001716837-18-000037
ROKU, INC · ROKU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Chas Smith
Officer — GM, Sr. VP Roku TV & Players
Period of report
May 25, 2018
Accepted (ET)
May 30, 2018 · 5:47 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 StockF3 | May 25, 2018 | C | 87,272 | $5.64 | A | 87,272 | D | |
| Class A Common StockF3 | May 25, 2018 | S | 87,272 | $38.2687 | 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)F2 | $5.64 | May 25, 2018 | M | 26,593 | D | — | May 16, 2026 | Class B Common Stock | 26,593 | 83,255 | D |
| Employee Stock Option (right to buy)F1 | $5.64 | May 25, 2018 | M | 60,679 | D | — | Mar 23, 2025 | Class B Common Stock | 60,679 | 44,548 | D |
| Class B Common StockF4,F5 | $5.64 | May 25, 2018 | M | 26,593 | A | — | May 16, 2026 | Class A Common Stock | 26,593 | 26,593 | D |
| Class B Common StockF4,F5 | $5.64 | May 25, 2018 | M | 60,679 | A | — | Mar 23, 2025 | Class A Common Stock | 60,679 | 60,679 | D |
| Class B Common StockF4,F5 | $5.64 | May 25, 2018 | C | 26,593 | D | — | May 16, 2026 | Class A Common Stock | 26,593 | 0 | D |
| Class B Common StockF4,F5 | $5.64 | May 25, 2018 | C | 60,679 | D | — | Mar 23, 2025 | Class A Common Stock | 60,679 | 0 | D |
Explanation of responses
- F1Granted March 23, 2015; 1/48 of the Option vests in equal monthly installments from 3/23/15.
- F2Granted November 8, 2016; 1/48 of the Option vests in equal monthly installments from 5/17/16 vest commencement date.
- F3Shares sold pursuant to Mr. Smith's 10b5-1 plan dated November 20, 2017.
- F4Each 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 5)
- F5(footnote 4 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.