SEC Form 4 · accession 0001716837-18-000085
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
Nov 1, 2018
Accepted (ET)
Nov 5, 2018 · 5:33 pm EST
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 | Nov 1, 2018 | C | 30,000 | $2.94 | A | 80,000 | D | |
| Class A Common StockF3,F5 | Nov 1, 2018 | S | 3,600 | $54.9117 | D | 76,400 | D | |
| Class A Common StockF3,F7 | Nov 1, 2018 | S | 6,200 | $55.7427 | D | 70,200 | D | |
| Class A Common StockF3,F8 | Nov 1, 2018 | S | 9,100 | $56.6958 | D | 61,100 | D | |
| Class A Common StockF3,F9 | Nov 1, 2018 | S | 11,100 | $57.8431 | D | 50,000 | D | |
| Class A Common StockF3 | Nov 1, 2018 | C | 6,000 | $2.94 | A | 56,000 | D | |
| Class A Common StockF3,F9 | Nov 1, 2018 | S | 4,100 | $57.8431 | D | 51,900 | D | |
| Class A Common StockF3,F10 | Nov 1, 2018 | S | 1,900 | $58.3382 | 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 | Nov 1, 2018 | M | 30,000 | D | — | Jan 23, 2024 | Class B Common Stock | 30,000 | 83,216 | D |
| Class B Common StockF1,F2 | $2.94 | Nov 1, 2018 | M | 30,000 | A | — | Jan 23, 2024 | Class A Common Stock | 30,000 | 30,000 | D |
| Class B Common StockF1,F2 | $2.94 | Nov 1, 2018 | C | 30,000 | D | — | Jan 23, 2024 | Class A Common Stock | 30,000 | 0 | D |
| Employee Stock Option (Right to Buy)F1,F2,F6 | $2.94 | Nov 1, 2018 | M | 6,000 | D | — | Jan 23, 2024 | Class B Common Stock | 6,000 | 54,040 | D |
| Class B Common StockF1,F2 | $2.94 | Nov 1, 2018 | M | 6,000 | A | — | Jan 23, 2024 | Class A Common Stock | 6,000 | 6,000 | D |
| Class B Common StockF1,F2 | $2.94 | Nov 1, 2018 | C | 6,000 | D | — | Jan 23, 2024 | Class A Common Stock | 6,000 | 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)
- F10The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.28 to $58.44 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.
- 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 1/4 vested on 1/2/15 then 1/48th monthly thereafter over a total of 4 years.
- F5The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.28 to $55.26 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.
- F6Option vested 25% as of 12/31/14 then vests 1/36th per month thereafter.
- F7The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.28 to $56.27 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.
- F8The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $56.28 to $57.26 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.
- F9The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.28 to $58.27 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.