SEC Form 4 · accession 0001716837-19-000015
ROKU, INC · ROKU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Anthony J. Wood
Officer — CEO and Chairman BOD · Director · 10% Owner
Period of report
Feb 1, 2019
Accepted (ET)
Feb 5, 2019 · 7:01 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 StockF1 | Feb 1, 2019 | C | 35,000 | — | A | 71,592 | I | Wood Revocable Trust |
| Class A Common StockF2,F3 | Feb 1, 2019 | S | 33,600 | $45.0934 | D | 37,992 | I | Wood Revocable Trust |
| Class A Common StockF2,F4 | Feb 1, 2019 | S | 1,400 | $45.5786 | D | 36,592 | I | Wood Revocable Trust |
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)F6,F5 | $45.21 | Feb 1, 2019 | A | 2,304 | A | Feb 1, 2019 | Jan 31, 2029 | Class A Common Stock | 2,304 | 2,304 | D |
| Class B Common StockF1 | $0.00 | Feb 1, 2019 | C | 35,000 | D | — | — | Class A Common Stock | 35,000 | 20,369,838 | I |
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. 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.
- F2Shares sold pursuant to a Rule 10b5-1 Sales Plan.
- F3The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.55 to $45.54 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.
- F4The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.55 to $45.63 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 Stock Option is fully vested.
- F6This option was awarded to the Reporting Person by the Issuer's Compensation Committee of the Board of Directors pursuant to the Issuer's Executive Supplemental Stock Option Program in lieu of a reduction in annual base salary of the Reporting Person of $41,666.67.