SEC Form 4 · accession 0001716837-18-000052
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
Jul 9, 2018
Accepted (ET)
Jul 11, 2018 · 4:26 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 | Jul 9, 2018 | C | 10,000 | $2.94 | A | 60,000 | D | |
| Class A Common StockF3 | Jul 9, 2018 | S | 10,000 | $48.00 | D | 50,000 | 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)F1,F2,F4 | $2.94 | Jul 9, 2018 | M | 10,000 | D | — | Jan 23, 2024 | Class B Common Stock | 10,000 | 203,216 | D |
| Class B Common StockF1,F2 | $2.94 | Jul 9, 2018 | M | 10,000 | A | — | Jan 23, 2024 | Class A Common Stock | 10,000 | 10,000 | D |
| Class B Common StockF1,F2 | $2.94 | Jul 9, 2018 | C | 10,000 | D | — | Jan 23, 2024 | Class A Common Stock | 10,000 | 0 | D |
Explanation of responses
- F1Each 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 2)
- F2(footnote 1 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.
- F3Shares sold pursuant to Mr. Kay's 10b5-1 plan dated November 20, 2017.
- F4Options were 25% vested on 1/2/15 then 1/48th monthly thereafter over a total of 4 years.