SEC Form 4/A · accession 0001716837-18-000081
ROKU, INC · ROKU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Anthony J. Wood
Officer — CEO and Chairman BOD · Director · 10% Owner
Period of report
Sep 19, 2018
Accepted (ET)
Oct 10, 2018 · 8:11 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 | Sep 19, 2018 | C | 2,549 | $0.16 | A | 125,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1,F4,F2,F3 | $0.16 | Sep 19, 2018 | C | 2,549 | D | — | — | Class A Common Stock | 2,549 | 20,474,838 | I |
Explanation of responses
- F1This Amendment is filed to correct the characterization of certain transactions, including the additional conversion of 2,549 shares of Class B common stock held directly by the reporting person into Class A common stock, which shares were sold as reported in the reporting person's original Form 4 filed on 9/19/2018 (the "Original Filing"). In addition, 1,592 shares of Class A common stock previously reported as being transferred to the Wood Revocable Trust were erroneously included in the shares of Class A common stock directly held by the reporting person. As a result of such additional conversion, the correction described above and following the transactions reported in the Original Filing, the reporting person directly holds 125,000 shares of Class A common stock.
- 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.
- F4As a result of the conversion of the 2,549 shares as described above, the number of shares of Class B common stock held directly by the reporting person was corrected to 199,750. This Amendment also corrects footnote 14 of the Original Filing, as the number of shares of Class B common stock transferred to the Wood Revocable Trust consisted of these 199,750 shares. The total number of Class B common stock held indirectly by the reporting person through the Wood Revocable Trust following these transactions reported in the Original Filing was corrected to 20,474,838.