SEC Form 4 · accession 0001716837-18-000056
ROKU, INC · ROKU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott A. Rosenberg
Officer — GM, Sr VP Platform Busines
Period of report
Jul 17, 2018
Accepted (ET)
Jul 19, 2018 · 6:07 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 | Jul 17, 2018 | C | 20,000 | $8.82 | A | 20,000 | D | |
| Class A Common StockF1 | Jul 17, 2018 | S | 20,000 | $50.00 | 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,F2 | $8.82 | Jul 17, 2018 | M | 20,000 | D | Sep 15, 2017 | Aug 15, 2027 | Class B Common Stock | 20,000 | 146,666 | D |
| Class B Common StockF3,F4,F2 | $8.82 | Jul 17, 2018 | M | 20,000 | A | — | Aug 15, 2027 | Class A Common Stock | 20,000 | 20,000 | D |
| Class B Common StockF2 | $8.82 | Jul 17, 2018 | C | 20,000 | D | — | Aug 15, 2027 | Class A Common Stock | 20,000 | 0 | D |
Explanation of responses
- F1Shares sold pursuant to Mr. Rosenberg's 10b5-1 plan dated November 21, 2017.
- F2Granted August 15, 2017; 1/48 of the Option vests in equal monthly installments from grant date.
- 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.