SEC Form 4/A · accession 0001716837-19-000014
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
Jan 2, 2019
Accepted (ET)
Feb 5, 2019 · 7:00 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 StockF2,F1 | Jan 2, 2019 | C | 70,000 | — | A | 71,592 | I | Wood Revocable Trust |
| Class A Common StockF3,F4,F1 | Jan 2, 2019 | S | 8,100 | $29.8867 | D | 63,492 | I | Wood Revocable Trust |
| Class A Common StockF3,F5,F1 | Jan 2, 2019 | S | 9,490 | $31.0054 | D | 54,002 | I | Wood Revocable Trust |
| Class A Common StockF3,F6,F1 | Jan 2, 2019 | S | 12,305 | $32.1633 | D | 41,697 | I | Wood Revocable Trust |
| Class A Common StockF3,F7,F1 | Jan 2, 2019 | S | 5,105 | $32.5164 | D | 36,592 | I | Wood Revocable Trust |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This Amendment is filed to correct the characterization of the Ownership Form and Nature of Indirect Beneficial Ownership of the shares as reported previously on the Form 4 filed on January 4, 2019 (the "Original Filing"). The Original Filing erroneously reported that the 35,000 shares sold and the remaining 36,592 shares were held directly by Mr. Wood rather than indirectly through the Wood Revocable Trust.
- 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. Shares of Class B Common Stock will convert automatically into shares of 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, (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 a 10b5-1 Sales Plan.
- F4The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.34 to $30.33 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.
- F5The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.34 to $31.32 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 $31.39 to $32.38 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.
- F7The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.39 to $32.68 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.