SEC Form 4 · accession 0001716837-18-000063
ROKU, INC · ROKU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Anthony J. Wood
Officer — CEO and Chairman BOD · Director · 10% Owner
Period of report
Aug 10, 2018
Accepted (ET)
Aug 14, 2018 · 8:20 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 Stock | Aug 10, 2018 | C | 248,150 | $0.16 | A | 497,886 | D | |
| Class A Common StockF4,F5 | Aug 10, 2018 | S | 122,000 | $58.8117 | D | 375,886 | D | |
| Class A Common Stock | Aug 13, 2018 | C | 124,192 | $0.16 | A | 500,078 | D | |
| Class A Common StockF4,F6 | Aug 13, 2018 | S | 122,000 | $55.9462 | D | 378,078 | D | |
| Class A Common StockF7,F8 | Aug 14, 2018 | S | 1,486 | $55.8839 | D | 376,592 | D | |
| Class A Common StockF4,F10 | Aug 14, 2018 | S | 125,000 | $56.561 | D | 251,592 | 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 | $0.16 | Aug 10, 2018 | M | 248,150 | D | Sep 19, 2009 | Nov 17, 2018 | Class B Common Stock | 248,150 | 744,448 | D |
| Class B Common StockF2,F3,F9 | $0.16 | Aug 10, 2018 | M | 248,150 | A | — | Nov 17, 2018 | Class A Common Stock | 248,150 | 248,150 | D |
| Class B Common StockF2,F3 | $0.16 | Aug 10, 2018 | C | 248,150 | D | — | Nov 17, 2018 | Class A Common Stock | 248,150 | 0 | D |
| Employee Stock Option (right to buy)F1 | $0.16 | Aug 13, 2018 | M | 248,149 | D | Sep 19, 2009 | Nov 17, 2018 | Class B Common Stock | 248,149 | 496,299 | D |
| Class B Common StockF2,F3 | $0.16 | Aug 13, 2018 | M | 248,149 | A | — | Nov 17, 2018 | Class A Common Stock | 248,149 | 248,149 | D |
| Class B Common StockF2,F3 | $0.16 | Aug 13, 2018 | C | 248,149 | D | — | Nov 17, 2018 | Class A Common Stock | 248,149 | 0 | D |
| Class B Common StockF9,F2,F3 | $0.001 | Aug 13, 2018 | C | 123,957 | A | — | — | Class A Common Stock | 123,957 | 20,800,088 | I |
Explanation of responses
- F1Granted September 19, 2008. 25% of initial grant vested on September 19, 2009 and the remaining 3/4 vested in equal monthly increments thereafter. The grant was fully vested on September 19, 2012.
- F10The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.49 to $58.07 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.
- F2Each 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 3)
- F3(footnote 2 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.
- F4Shares sold pursuant to Mr. Wood's 10b5-1 plan.
- F5The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $56.29 to $60.64 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.
- F6The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.51 to $58.5299 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.
- F7Additional shares sold to cover taxes, pursuant to Mr. Wood's 10b5-1 plan.
- F8The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.79 to $56.7899 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.
- F9247,740 shares transferred from direct ownership to Wood Revocable Trust on June 29, 2018.