SEC Form 4 · accession 0001716837-18-000094
ROKU, INC · ROKU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeff Hastings
Director
Period of report
May 24, 2018
Accepted (ET)
Dec 19, 2018 · 6:09 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 | Dec 17, 2018 | C | 3,000 | $8.82 | A | 3,000 | D | |
| Class A Common StockF1 | Dec 17, 2018 | S | 3,000 | $33.49 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (right to buy)F2 | $8.82 | Dec 17, 2018 | M | 3,000 | D | — | Aug 14, 2027 | Class B Common Stock | 3,000 | 17,833 | D |
| Class B Common StockF3,F4 | $8.82 | Dec 17, 2018 | M | 3,000 | A | — | Aug 14, 2027 | Class A Common Stock | 3,000 | 3,000 | D |
| Class B Common StockF3,F4 | $8.82 | Dec 17, 2018 | C | 3,000 | D | — | Aug 14, 2027 | Class A Common Stock | 3,000 | 0 | D |
Explanation of responses
- F1Shares sold pursuant to Mr. Hasting's 10b5-1 plan dated September 14, 2018.
- F21/12 of the Option vests in equal monthly installments one month from 8/5/2017. The shares of this option are early exercisable, subject to the Issuer's right to repurchase.
- 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. Following the closing of the Issuer's sale of its Class A Common Stock in its initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, 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.