SEC Form 4 · accession 0001716837-18-000086
ROKU, INC · ROKU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott A. Rosenberg
Officer — GM, Sr. VP Platform Business
Period of report
Nov 2, 2018
Accepted (ET)
Nov 6, 2018 · 4:47 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 Stock | Nov 2, 2018 | C | 25,000 | $2.76 | A | 25,000 | 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,F3 | $2.76 | Nov 2, 2018 | M | 25,000 | D | — | Feb 5, 2023 | Class B Common Stock | 25,000 | 0 | D |
| Class B Common StockF1,F2 | $2.76 | Nov 2, 2018 | M | 25,000 | A | — | Feb 5, 2023 | Class A Common Stock | 25,000 | 25,000 | D |
| Class B Common StockF1,F2 | $2.76 | Nov 2, 2018 | C | 25,000 | D | — | Feb 5, 2023 | Class A Common Stock | 25,000 | 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.
- F3Granted February 5, 2013 and vests 25% on the first anniversary of the vest commencement date, 11/1/12, then vests in equal monthly increments over the next three years.