EXPLANATORY NOTE
2017 Equity Incentive Plan
The 2017 Equity Incentive Plan (the “2017 Plan”) of Roku, Inc. (“Roku”) provides that the total number of shares reserved for issuance under the 2017 Plan will automatically increase on January 1st of each calendar year, from January 1, 2018 to January 1, 2027, in an amount equal to 5% of the total number of shares of Roku’s capital stock outstanding on the last day of the preceding year, or a lesser number of shares determined by Roku’s Board of Directors. Accordingly, on January 1, 2019, the number of shares of Class A common stock that may be issued upon the exercise of incentive stock options under the 2017 Plan increased by an additional 5,488,492 shares (or 5% of the outstanding shares of Roku’s capital stock as of December 31, 2018). In addition, following the execution of the underwriting agreement in connection with our initial public offering, the number of shares reserved for issuance under the 2017 Plan will be increased by the number of shares subject to options that expired or terminated under our 2008 Equity Incentive Plan. As a result, the shares reserved under the 2017 Plan increased by an additional 690,698 shares.
2017 Employee Stock Purchase Plan
The 2017 Employee Stock Purchase Plan (the “2017 ESPP”) of Roku provides that the total number of shares reserved for issuance under the 2017 ESPP will automatically increase on January 1st of each calendar year, from January 1, 2018 to January 1, 2027, by the lesser of (1) 1% of the total number of shares of Roku’s capital stock outstanding on the last day of the calendar month prior to the date of the automatic increase, and (2) 3,000,000 shares; provided that prior to the date of any such increase, Roku’s Board of Directors may determine that such increase will be less than the amount set forth in clauses (1) and (2). Accordingly, on January 1, 2019, the number of shares of Class A common stock reserved under the 2017 ESPP increased by an additional 1,097,698 shares (or 1% of the outstanding shares of Roku’s capital stock as of December 31, 2018).
These additional shares of Class A common stock are securities of the same class as other securities for which the Registration Statements on FormsS-8 (FileNo. 333-220701 and FileNo. 333-223379) (“PriorForms S-8”) were filed with the Securities and Exchange Commission (“Commission”) on September 28, 2017 and March 1, 2018, respectively.
PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Roku, Inc. (the “Registrant”) with the Securities and Exchange Commission are incorporated by reference into this Registration Statement:
(a) Roku’s Annual Report on Form10-K for the fiscal year ended December 31, 2018 filed on March 1, 2019, which contains audited financial statements for Roku’s latest fiscal year.
(b) Roku’s Current Report on Form 8-K filed on February 21, 2019.
(c) The description of the Registrant’s Class A Common Stock which is contained in a registration statement on Form8-A filed on September 19, 2017 (FileNo. 001-38211) under the Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.
(d) All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Pursuant to General Instruction E to FormS-8, the contents of the Prior FormsS-8 are incorporated herein by reference and made a part hereof.
