SEC Form 4 · accession 0001716837-19-000038
ROKU, INC · ROKU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Chas Smith
Officer — GM, Sr. VP Roku TV & Players
Period of report
Feb 28, 2019
Accepted (ET)
Mar 4, 2019 · 8:38 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 28, 2019 | C | 2,604 | $5.64 | A | 2,604 | D | |
| Class A Common StockF1,F2 | Feb 28, 2019 | S | 2,604 | $66.1674 | D | 0 | D | |
| Class A Common Stock | Feb 28, 2019 | C | 2,288 | $5.64 | A | 2,288 | D | |
| Class A Common StockF1,F2 | Feb 28, 2019 | S | 1,931 | $66.1764 | D | 357 | D | |
| Class A Common StockF1,F3 | Feb 28, 2019 | S | 357 | $66.7733 | D | 0 | D | |
| Class A Common Stock | Feb 28, 2019 | C | 316 | $5.64 | A | 316 | D | |
| Class A Common StockF1,F3 | Feb 28, 2019 | S | 316 | $66.7733 | D | 0 | D | |
| Class A Common Stock | Feb 28, 2019 | C | 11,111 | $5.64 | A | 11,111 | D | |
| Class A Common StockF3 | Feb 28, 2019 | S | 10,566 | $66.7733 | D | 545 | D | |
| Class A Common StockF1,F4 | Feb 28, 2019 | S | 545 | $67.685 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F5 | $5.64 | Feb 28, 2019 | M | 2,604 | D | — | Mar 22, 2025 | Class B Common Stock | 2,604 | 2,605 | D |
| Class B Common StockF6 | $5.64 | Feb 28, 2019 | M | 2,604 | A | — | Mar 22, 2025 | Class A Common Stock | 2,604 | 2,604 | D |
| Class B Common StockF6 | $5.64 | Feb 28, 2019 | C | 2,604 | D | — | Mar 22, 2025 | Class A Common Stock | 2,604 | 0 | D |
| Employee Stock Option (right to buy)F7 | $5.64 | Feb 28, 2019 | M | 2,288 | D | — | May 16, 2026 | Class B Common Stock | 2,288 | 34,328 | D |
| Class B Common StockF6 | $5.64 | Feb 28, 2019 | M | 2,288 | A | — | May 16, 2026 | Class A Common Stock | 2,288 | 2,288 | D |
| Class B Common StockF6 | $5.64 | Feb 28, 2019 | C | 2,288 | D | — | May 16, 2026 | Class A Common Stock | 2,288 | 0 | D |
| Employee Stock Option (right to buy)F8 | $5.64 | Feb 28, 2019 | M | 316 | D | — | May 16, 2026 | Class B Common Stock | 316 | 4,735 | D |
| Class B Common StockF6 | $5.64 | Feb 28, 2019 | M | 316 | A | — | May 16, 2026 | Class A Common Stock | 316 | 316 | D |
| Class B Common StockF6 | $5.64 | Feb 28, 2019 | C | 316 | D | — | May 16, 2026 | Class A Common Stock | 316 | 0 | D |
| Employee Stock Option (right to buy)F9 | $5.64 | Feb 28, 2019 | M | 11,111 | D | — | Nov 7, 2026 | Class B Common Stock | 11,111 | 77,778 | D |
| Class B Common StockF6 | $5.64 | Feb 28, 2019 | M | 11,111 | A | — | Nov 7, 2026 | Class A Common Stock | 11,111 | 11,111 | D |
| Class B Common StockF6 | $5.64 | Feb 28, 2019 | C | 11,111 | D | — | Nov 7, 2026 | Class A Common Stock | 11,111 | 0 | D |
Explanation of responses
- F1Shares sold pursuant to Mr. Smith's 10b5-1 plan.
- F2The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.42 to $66.41 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.
- F3The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.42 to $67.36 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 $67.43 to $67.99 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.
- F5Granted March 23, 2015, vests monthly over 4 years. Fully vested as of 3/23/2019.
- F6Each 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.
- F7Granted November 8, 2016, vests monthly over 4 years from vest base date 5/17/2016. Fully vested as of 5/17/2020.
- F8Granted December 20, 2016, vests monthly over 4 years from vest base date 5/17/2016. Fully vested as of 5/17/2020.
- F9Granted November 8, 2016, vests monthly over 1 year from vest base date 9/2/18. Fully vested as of 9/2/2019.