SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol ROKU, INC [ ROKU ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/15/2018 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 06/15/2018 | J(2) | 4,750,000 | D | (2) | 5,188,668 | I | See footnote(1)(3) | ||
| Class A Common Stock | 06/15/2018 | J(4) | 1,184,373 | A | (4) | 1,184,373 | D | |||
| Class A Common Stock | 06/15/2018 | J(5) | 1,184,373 | D | (5) | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. MV Management X, L.L.C. ("MVM-X") is the sole general partner of Menlo Ventures X, L.P. ("Menlo X"), MMEF X, L.P. ("MMEF X") and Menlo Entrepreneurs Fund X, L.P. ("MEF X" and, collectively with Menlo X and MMEF X, the "Menlo Funds"). MVM-X exercises voting and dispositive power over the shares held by each of the Menlo Funds. Each of the reporting persons disclaims beneficial ownership of the shares reported herein, except to the extent of its proportionate pecuniary interest therein. |
| 2. Represents a pro rata in kind distribution of shares of Class A Common Stock, without consideration, by each of Menlo X, MMEF X and MEF X to their respective partners, including their general partner, MVM-X. The shares were distributed as follows: (i) 4,629,631 shares by Menlo X, (ii) 81,018 shares by MMEF X, and (iii) 39,351 shares by MEF X. |
| 3. Following the distributions described in footnote (3), these shares are held as follows: (i) 5,057,184 shares by Menlo X, (ii) 88,499 shares by MMEF X, and (iii) 42,985 shares by MEF X. |
| 4. Represents the receipt of shares by MVM-X in the distributions described in greater detail in footnote (2). |
| 5. Represents a pro-rata in-kind distribution of shares of Class A Common Stock by MVM-X, without consideration, to its members. |
| Remarks: |
| MV Management X, L.L.C., /s/ Shawn T. Carolan, Shawn T. Carolan, Managing Member | 06/19/2018 | |
| Menlo Ventures X, L.P. By: MV Management X, L.L.C., its General Partner /s/ Shawn T. Carolan Shawn T. Carolan Managing Member | 06/19/2018 | |
| Menlo Entrepreneurs Fund X, L.P., By: MV Management X, L.L.C., its General Partner, /s/ Shawn T. Carolan, Shawn T. Carolan, Managing Member | 06/19/2018 | |
| MMEF X, L.P., By: MV Management X, L.L.C., its General Partner, /s/ Shawn T. Carolan, Shawn T. Carolan, Managing Member | 06/19/2018 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||