SEC Form 5 · accession 0001716837-19-000018
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
Dec 31, 2018
Accepted (ET)
Feb 14, 2019 · 6:55 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001428439
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF2 | $0.00 | May 16, 2018 | G | 20,428,391 | D | — | — | Class A Common Stock | 20,428,391 | 0 | D |
| Class B Common StockF3,F2 | $0.00 | May 16, 2018 | G | 20,428,391 | A | — | — | Class A Common Stock | 20,428,391 | 20,474,838 | I |
| Class B Common StockF2 | $0.00 | Jun 29, 2018 | G | 247,740 | D | — | — | Class A Common Stock | 247,740 | 0 | D |
| Class B Common StockF3,F2 | $0.00 | Jun 29, 2018 | G | 247,740 | A | — | — | Class A Common Stock | 247,740 | 20,474,838 | I |
| Class B Common StockF2 | $0.00 | Sep 19, 2018 | G | 199,750 | D | — | — | Class A Common Stock | 199,750 | 0 | D |
| Class B Common StockF3,F2 | $0.00 | Sep 19, 2018 | G | 199,750 | A | — | — | Class A Common Stock | 199,750 | 20,474,838 | I |
Explanation of responses
- F1Represents shares of Class B Common Stock that the Reporting Person donated as a gift to the Wood Revocable Trust, of which Mr. Wood is a trustee.
- 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 held of record by Anthony J. Wood, Trustee of the Wood Revocable Trust.