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