UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDERTHE SECURITIES EXCHANGE ACTOF 1934
(Amendment No. 2)*
Roku, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
77543R102
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule13d-1(b)
☐ Rule13d-1(c)
☒ Rule13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,see theNotes).
| CUSIP No. 77543R102 | Schedule 13G | Page 2 of 6 Pages |
| 1. | Names of Reporting Persons
Anthony J. Wood | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power
3,485,942 | ||||
| 6. | Shared Voting Power
18,901,815 (See Item 4(a) below) | |||||
| 7. | Sole Dispositive Power
3,485,942 | |||||
| 8. | Shared Dispositive Power
18,901,815 (See Item 4(a) below) | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
22,387,757 (See Items 4(a) and 4(b) below) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
19.31% (See Item 4(b) below) | |||||
| 12. | Type of Reporting Person (see instructions)
IN | |||||
| CUSIP No. 77543R102 | Schedule 13G | Page 3 of 6 Pages |
| Item 1(a). | Name of Issuer: |
Roku, Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
150 Winchester Circle
Los Gatos, California 95032
| Item 2(a). | Name of Person Filing: |
Anthony J. Wood
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
c/o Roku, Inc.
150 Winchester Circle
Los Gatos, California 95032
| Item 2(c). | Citizenship: |
United States
| Item 2(d). | Title of Class of Securities: |
Class A Common Stock
| Item 2(e). | CUSIP Number: |
77543R102
| Item 3. | If this statement is filed pursuant to§§240.13d-1(b), or240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ☐ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | ||
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||
| (c) | ☐ | Insurance company as defined in section 3(a)19) of the Act (15 U.S.C. 78c); | ||
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C.80a-8); | ||
| (e) | ☐ | An investment adviser in accordance with§240.13d-1(b)(1)(ii)(E); | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with§240.13d-1(b)(1)(ii)(F); | ||
| (g) | ☐ | A parent holding company or control person in accordance with§240.13d-1(b)(1)(ii)(G); | ||
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.80a-3); | ||
| (j) | ☐ | Anon-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J); | ||
| CUSIP No. 77543R102 | Schedule 13G | Page 4 of 6 Pages |
| (k) | ☐ | Group, in accordance with §240.13d–1(b)(1)(ii)(K). | ||
| If filing as anon-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: | ||||
| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount Beneficially Owned: The reporting person has sole voting and dispositive power over: |
(i) 13,446 shares of Class A Common Stock issuable upon exercise of options which are exercisable within sixty days after December 31, 2019; and
(ii) 3,472,496 shares of Class B Common Stock issuable upon exercise of options which are exercisable within sixty days after December 31, 2019, of which 625,000 shares would be subject to a right of repurchase within that period; and
The reporting person also has shared voting and dispositive power over 36,592 shares of Class A Common Stock and 18,865,223 shares of Class B Common Stock, which are held by the Wood Revocable Trust. Mr. Wood and his wife, Susan D. Wood, areco-trustees of the Wood Revocable Trust. The Class B Common Stock is convertible at the holder’s option into Class A Common Stock on a1-for-1 basis.
| (b) | Percent of class: 19.31% |
The foregoing percentage is based on 93,573,629 shares of Class A Common Stock outstanding as of December 31, 2019, plus 13,446 shares of Class A Common Stock issuable upon exercise of options which are exercisable within sixty days after December 31, 2019 and 22,337,719 shares of Class B Common Stock beneficially held by the reporting person as of December 31, 2019, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the reporting person.
The holders of Class B Common Stock are entitled to ten votes per share and the holders of Class A Common Stock are entitled to one vote per share. The percentages reported do not reflect the ten for one voting power of the Class B Common Stock.
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 3,485,942 (See Item 4(a) above) |
| (ii) | Shared power to vote or to direct the vote: 18,901,815 (See Item 4(a) above) |
| (iii) | Sole power to dispose or to direct the disposition of: 3,485,942 (See Item 4(a) above) |
| (iv) | Shared power to dispose or to direct the disposition of: 18,901,815 (See Item 4(a) above) |
| Item 5. | Ownership of 5 Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More than 5 Percent on Behalf of Another Person |
Not applicable
| CUSIP No. 77543R102 | Schedule 13G | Page 5 of 6 Pages |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not applicable
| Item 8. | Identification and Classification of Members of the Group |
Not applicable
| Item 9. | Notice of Dissolution of a Group |
Not applicable
| Item 10. | Certification |
Not applicable
| CUSIP No. 77543R102 | Schedule 13G | Page 6 of 6 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| February 14, 2020 |
| Date |
| /s/ Anthony J. Wood |
| Signature |
| Anthony J. Wood |
| Name |
