SEC Form 4 · accession 0001716837-19-000019
ROKU, INC · ROKU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stephen H Kay
Officer — SVP General Counsel, Secretary
Period of report
Feb 12, 2019
Accepted (ET)
Feb 14, 2019 · 6:56 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 | Feb 12, 2019 | C | 3,000 | $2.94 | A | 53,000 | D | |
| Class A Common StockF1 | Feb 12, 2019 | S | 3,000 | $47.35 | D | 50,000 | 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)F2 | $2.94 | Feb 12, 2019 | M | 3,000 | D | — | Jan 23, 2024 | Class B Common Stock | 3,000 | 47,216 | D |
| Class B Common StockF3 | $2.94 | Feb 12, 2019 | M | 3,000 | A | — | Jan 23, 2024 | Class A Common Stock | 3,000 | 3,000 | D |
| Class B Common StockF3 | $2.94 | Feb 12, 2019 | C | 3,000 | D | — | Jan 23, 2024 | Class A Common Stock | 0 | 0 | D |
Explanation of responses
- F1Shares sold pursuant to Mr. Kay's 10b5-1 plan dated April 10, 2018.
- F2Options were 1/4 vested on 1/2/15 then 1/36th monthly thereafter over a total of 4 years.
- 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. 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.