0001209191-17-054156.txt : 20170927
0001209191-17-054156.hdr.sgml : 20170927
20170927174614
ACCESSION NUMBER: 0001209191-17-054156
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20170927
FILED AS OF DATE: 20170927
DATE AS OF CHANGE: 20170927
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Rothrock Ray A.
CENTRAL INDEX KEY: 0001500899
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38211
FILM NUMBER: 171105103
MAIL ADDRESS:
STREET 1: 3340 HILLVIEW AVENUE
CITY: PALO ALTO
STATE: CA
ZIP: 94304
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ROKU, INC
CENTRAL INDEX KEY: 0001428439
STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841]
IRS NUMBER: 262087865
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 12980 SARATOGA AVE.
STREET 2: SUITE D
CITY: SARATOGA
STATE: CA
ZIP: 95070
BUSINESS PHONE: 408-446-1459
MAIL ADDRESS:
STREET 1: 12980 SARATOGA AVE.
STREET 2: SUITE D
CITY: SARATOGA
STATE: CA
ZIP: 95070
FORMER COMPANY:
FORMER CONFORMED NAME: ROKU INC
DATE OF NAME CHANGE: 20080228
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2017-09-27
0
0001428439
ROKU, INC
ROKU
0001500899
Rothrock Ray A.
C/O ROKU, INC.
150 WINCHESTER CIRCLE
LOS GATOS
CA
95032
1
0
0
0
Class B Common Stock
Class A Common Stock
90579
I
See Footnote
Stock Option (right to buy)
4.08
2024-08-03
Class B Common Stock
83333
D
Each 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. Following the closing of the Issuer's sale of its Class A Common Stock in its initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, the Class B Common Stock will convert automatically into 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.
Shares are held by FiftySix Investments, LLC.
Mr. Rothrock is a Manager of FiftySix Investments, LLC and may be deemed to have shared voting and investment power over the shares held by FiftySix Investments, LLC. Mr. Rothrock disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
1/48 of the Option vests in equal monthly installments one month from 8/4/2014. The shares subject to this option are early exercisable, subject to the Issuer's right to repurchase.
/s/ Seth Gottlieb, attorney-in-fact
2017-09-27
EX-24.3_745481
2
poa.txt
POA DOCUMENT
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints
each of Stephen Kay, David Oh, Mark Tanoury, John McKenna and Seth Gottlieb,
signing individually, the undersigned's true and lawful attorneys-in fact and
agents to:
(1) execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer, director or beneficial owner of more than 10% of a registered
class of securities of Roku, Inc. (the "Company"), Forms 3, 4 and 5 (including
any amendments thereto) in accordance with Section 16(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the rules thereunder
and a Form ID, Uniform Application for Access Codes to File on EDGAR;
(2) do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to execute such Forms 3, 4 or 5 or Form ID
(including any amendments thereto) and timely file such forms with the United
States Securities and Exchange Commission and any stock exchange or similar
authority; and
(3) take any other action of any nature whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in
the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until the earliest
to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5
with respect to the undersigned's holdings of and transactions in securities
issued by the Company, (b) revocation by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact or (c) as to any attorney-in-fact
individually, until such attorney-in-fact is no longer employed by the Company
or Cooley LLP.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of September 15, 2017.
/s/Ray A. Rothrock
Ray A. Rothrock