0001716837-19-000144.txt : 20190815 0001716837-19-000144.hdr.sgml : 20190815 20190815180405 ACCESSION NUMBER: 0001716837-19-000144 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190813 FILED AS OF DATE: 20190815 DATE AS OF CHANGE: 20190815 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAY STEPHEN H CENTRAL INDEX KEY: 0001247487 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38211 FILM NUMBER: 191031237 MAIL ADDRESS: STREET 1: 6922 HOLLYWOOD BLVD., 12TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90028 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: 150 WINCHESTER CIRCLE CITY: LOS GATOS STATE: CA ZIP: 95032 BUSINESS PHONE: 408-446-1459 MAIL ADDRESS: STREET 1: 150 WINCHESTER CIRCLE CITY: LOS GATOS STATE: CA ZIP: 95032 FORMER COMPANY: FORMER CONFORMED NAME: ROKU INC DATE OF NAME CHANGE: 20080228 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2019-08-13 0001428439 ROKU, INC ROKU 0001247487 KAY STEPHEN H C/O ROKU, INC. 150 WINCHESTER CIRCLE LOS GATOS CA 95032 0 1 0 0 SVP General Counsel, Secretary Class A Common Stock 2019-08-13 4 C 0 15779 5.64 A 65779 D Class A Common Stock 2019-08-13 4 C 0 9531 6.12 A 75310 D Class A Common Stock 2019-08-13 4 C 0 3694 5.64 A 79004 D Class A Common Stock 2019-08-13 4 C 0 3000 2.94 A 82004 D Class A Common Stock 2019-08-13 4 C 0 4000 2.94 A 86004 D Class A Common Stock 2019-08-13 4 C 0 5000 5.64 A 91004 D Class A Common Stock 2019-08-13 4 S 0 2036 134.62 D 88968 D Class A Common Stock 2019-08-13 4 S 0 2120 135.63 D 86848 D Class A Common Stock 2019-08-13 4 S 0 1169 136.79 D 85679 D Class A Common Stock 2019-08-13 4 S 0 1537 137.85 D 84142 D Class A Common Stock 2019-08-13 4 S 0 1368 138.88 D 82774 D Class A Common Stock 2019-08-13 4 S 0 1996 140.01 D 80778 D Class A Common Stock 2019-08-13 4 S 0 1607 140.94 D 79171 D Class A Common Stock 2019-08-13 4 S 0 167 141.82 D 79004 D Employee Stock Option (Right to Buy) 5.64 2019-08-13 4 M 0 15779 5.64 D 2026-11-07 Class B Common Stock 15779 0 D Class B Common Stock 5.64 2019-08-13 4 M 0 15779 5.64 A 2026-11-07 Class A Common Stock 15779 15779 D Class B Common Stock 5.64 2019-08-13 4 C 0 15779 5.64 D 2026-11-07 Class A Common Stock 15779 0 D Employee Stock Option (Right to Buy) 6.12 2019-08-13 4 M 0 16339 6.12 D 2027-05-15 Class B Common Stock 16339 0 D Class B Common Stock 6.12 2019-08-13 4 M 0 16339 6.12 A 2027-05-15 Class A Common Stock 16339 16339 D Class B Common Stock 6.12 2019-08-13 4 C 0 9531 6.12 D 2027-05-15 Class A Common Stock 9531 6808 D Employee Stock Option (Right to Buy) 5.64 2019-08-13 4 M 0 3694 5.64 D 2025-03-22 Class B Common Stock 3694 0 D Class B Common Stock 5.64 2019-08-13 4 M 0 3694 5.64 A 2025-03-22 Class A Common Stock 3694 10502 D Class B Common Stock 5.64 2019-08-13 4 C 0 3694 5.64 D 2025-03-22 Class A Common Stock 3694 6808 D Employee Stock Option (Right to Buy) 2.94 2019-08-13 4 M 0 3000 2.94 D 2024-01-23 Class B Common Stock 3000 19216 D Class B Common Stock 2.94 2019-08-13 4 M 0 3000 2.94 A 2024-01-23 Class A Common Stock 3000 9808 D Class B Common Stock 2.94 2019-08-13 4 C 0 3000 2.94 D 2024-01-23 Class A Common Stock 3000 6808 D Employee Stock Option (Right to Buy) 2.94 2019-08-13 4 M 0 4000 2.94 D 2024-01-23 Class B Common Stock 4000 16040 D Class B Common Stock 2.94 2019-08-13 4 M 0 4000 2.94 A 2024-01-23 Class A Common Stock 4000 10808 D Class B Common Stock 2.94 2019-08-13 4 C 0 4000 2.94 D 2024-01-23 Class A Common Stock 4000 6808 D Employee Stock Option (Right to Buy) 5.64 2019-08-13 4 M 0 5000 5.64 D 2025-03-22 Class B Common Stock 5000 46436 D Class B Common Stock 5.64 2019-08-13 4 M 0 5000 5.64 A 2025-03-22 Class A Common Stock 5000 11808 D Class B Common Stock 5.64 2019-08-13 4 C 0 5000 5.64 D 2025-03-22 Class A Common Stock 5000 6808 D Shares sold pursuant to Mr. Kay's 10b5-1 plan. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $134.13 to $135.10 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $135.16 to $136.15 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $136.28 to $137.24 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $137.31 to $138.21 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $138.38 to $139.29 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $139.44 to $140.42 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $140.52 to $141.49 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $141.73 to $141.88 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. This stock option is fully vested. 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. Shares of Class B Common Stock will convert automatically into shares of 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. This stock option vests in 12 equal monthly installments beginning on the vesting commencement date of 1/2/2019. The shares underlying this option are early exercisable, subject to the Issuer's right to repurchase. /s/ Stephen Kay 2019-08-15