United States securities and exchange commission logo





                             November 5, 2020

       David Baszucki
       President and Chief Executive Officer
       Roblox Corporation
       970 Park Place
       San Mateo, California 94403

                                                        Re: Roblox Corporation
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted October
9, 2020
                                                            CIK No. 0001315098

       Dear Mr. Baszucki:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-1

       Cover Page

   1.                                                   We note that Mr.
Baszucki and his affiliates will hold all outstanding shares of your
                                                        Class B common stock
following the offering. Please tell us if, after the offering, the
                                                        company will be a
"controlled company" under the definition of the stock exchange on
                                                        which you plan to list
your Class A common stock. If so, disclose this fact on the cover
                                                        page and include
appropriate risk factor disclosure, including a discussion of whether you
                                                        intend to take
advantage of any exemptions from the corporate governance rules that are
                                                        available to a
controlled company.
 David Baszucki
FirstName LastNameDavid Baszucki
Roblox Corporation
Comapany 5,
November  NameRoblox
             2020       Corporation
November
Page 2    5, 2020 Page 2
FirstName LastName
Prospectus Summary, page 1

2.       You state that as of June 30, 2020 there were over 15 million
experiences on Roblox. You
         also refer to over 5 million developers and creators and state that
over 850 developers
         earned $10,000 and over 200 creators earned over $100,000 during the
12 months ended
         June 30, 2020. Lastly, you state that your human review team evaluated
over 40 million
         assets during the six months ended June 30, 2020. Please revise here
to define what you
         mean by the terms experience, developer, creator and assets.
Risk Factors
The success of our business model is contingent upon our ability..., page 24

3.       Please disclose the percentage of your users who are under the age of
13.
Dilution, page 74

4.       Please provide us with your calculations that support the ($258)
historical net tangible
         book value at June 30, 2020. Also, it appears that your historical per
share book value is
         calculated based on the pro forma number of outstanding Class A
shares. Please explain
         why or revise your disclosures as necessary.
Non-GAAP Financial Measures, page 79

5.       Please revise to remove the adjustments for change in deferred revenue
and change in
         deferred costs of revenue from your Adjusted EBITDA measure as these
adjustments
         result in a measure that reflects individually tailored recognition
methods. Refer to
         Question 100.04 of the Non-GAAP Compliance and Disclosure
Interpretations.
6.       We note that you present free cash flows without presenting the most
directly comparable
         GAAP measure with equal or greater prominence. Please revise to
include operating cash
         flow in your Selected Consolidated Financial and Other Data table.
Refer to Question
         102.10 of the Non-GAAP Compliance and Disclosure Interpretations.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Our Business Model, page 84

7.       You state that earned Robux can be converted into U.S. dollars at an
exchange rate of 1
         Robux to $0.0035. Please revise to clarify, if true, that if Robux are
instead reinvested in
         creator tools or used to purchase goods in other user worlds, such
amounts are also valued
         at a similar exchange rate. Also, explain how the exchange rate was
determined and
         clarify whether it is subject to change and, if so, how and when.
Similar revisions should
         be made in your Business section disclosures.
Comparison of the six months ended June 30, 2019 and 2020
Revenue, page 99
 David Baszucki
FirstName LastNameDavid Baszucki
Roblox Corporation
Comapany 5,
November  NameRoblox
             2020       Corporation
November
Page 3    5, 2020 Page 3
FirstName LastName
8.       You indicate that the changes in revenues between the six months ended
June 30, 2019
         and June 30, 2020 and the year ended December 31, 2018 and December
31, 2019 were
         due to an expansion of your user base. Please tell us the number of
paying users for each
         period presented. Considering you generate substantially all of your
revenue from
         paying users, please revise to include this information or explain why
you do not consider
         this to be a key performance measure in analyzing your revenue. At a
minimum, include
         a discussion here of the increase for each period in the number of
paying users as well as
         the percentage of the increase attributable to new paying users versus
existing paying
         users. Refer to Item 303(a) of Regulation S-K and Section III.B of SEC
Release No. 33-
         8350.
Business
Overview, page 121

9.       We note references to both Dev Services and Roblox Services in Section
5 of the Roblox
         Terms of Use available on your website. Please clarify for us the
difference between
         these services and revise your disclosures as necessary.
China Joint Venture, page 148

10.      Please briefly describe the PRC regulatory requirements Tencent that
must meet in order
         to operate Luobulesi in China and provide an approximate timeframe for
when you expect
         Luobulesi will begin operations in China.
Certain Relationships and Related Party Transactions, page 160

11.      We note that Anthony P. Lee, a member of your board of directors, is
affiliated with Altos
         Ventures Management, which beneficially owns 24.1% of your Class A
common stock.
         Please disclose whether Anthony Lee was appointed to the board in
connection with any
         shareholder agreement and whether he will continue to serve as a
director after the
         offering.
Principal and Selling Stockholders, page 166

12.      Please disclose the natural person or persons who exercise the voting
and/or dispositive
         powers with respect to the securities owned by the entities affiliated
with Index Ventures.
Description of Capital Stock
Exclusive Jurisdiction, page 175

13.      We note that your forum selection provision identifies the federal
district courts of the
         United States of America as the exclusive forum for claims arising
under the Securities
         Act. Please disclose that investors cannot waive compliance with the
federal securities
         laws and the rules and regulations thereunder. In that regard, we note
that Section 22 of
         the Securities Act creates concurrent jurisdiction for federal and
state courts over all suits
         brought to enforce any duty or liability created by the Securities Act
or the rules and
 David Baszucki
FirstName LastNameDavid Baszucki
Roblox Corporation
Comapany 5,
November  NameRoblox
             2020       Corporation
November
Page 4    5, 2020 Page 4
FirstName LastName
         regulations thereunder.
Note 1. Overview and Summary of Significant Accounting Policies
Revenue Recognition, page F-11

14.      We note you offer Roblox Premiums subscriptions that include
discounted Robux, access
         to exclusive in-experience benefits, exclusive and discounted
marketplace items and the
         ability to buy, sell, and trade certain Avatar items. Please tell us
how you account for
         these items. Describe for us the terms of these arrangements including
any cancellation
         provisions. Also tell us the amount of revenue earned from your
subscriptions for each
         period presented and to the extent material, revise here to include a
discussion of these
         arrangements.
15.      Please tell us how you determined that your obligations to make
available the virtual
         currency, associated virtual good, and the online experience are one
performance
         obligation and expand your disclosures accordingly. Also, explain how
you determined
         that an obligation exists at the time the virtual currency is
purchased rather than when
         such currency is used to purchase the virtual good that is used in the
online experience.
         Lastly, tell us the average time between when virtual currency is
purchased and when it is
         converted into a virtual good. Refer to ASC 606-10-25-19 through
25-22.
16.      Please explain to us why revenue is recognized over the average
lifetime of a paying user
         rather than over the average life of a specific game or virtual good.
In your response, tell
         us and revise your disclosures as necessary to address the following:
             Whether a virtual good can be used across multiple games or
whether such good is
             limited to a specific game or developer;
             Whether virtual goods are generally purchased within only a few
games; and
             How you consider the nature of the good (e.g. consumable or
durable) in determining
             the period of recognition.
17.      Please tell us how you determined that revenue from virtual goods
provided to users
         should be recorded on a gross basis and revise your disclosures as
necessary. Specifically
         discuss how you considered the terms of use agreed to with developers.
In this regard, it
         appears from Section 5 of your Terms of Use Agreements available on
your website that
         users are acquiring services from developers, the terms of the
transaction is between users
         and developers with the company acting as a facilitator, the company
is not responsible
         for resolving disputes between users and developers and the company
may deduct Robux
         from developers to resolve issues. Refer to ASC 606-10-55-36 through
55-40.
18.      Please tell us and expand your disclosures to explain how you
determined you are the
         principal in the arrangements with the third-party online distribution
channels and include
         your related policy.
Deferred Cost of Revenue, page F-12

19.      Please clarify whether there are transactions for which payment
processing fees incurred
 David Baszucki
Roblox Corporation
November 5, 2020
Page 5
       in subsequent sales are not commensurate with the fees incurred for an
initial sale. If so,
       tell us how you account for such fees and expand your disclosures
accordingly.
Developer Exchange Fees, page F-14

20.    We note that developers and creators are able to exchange their
accumulated earned
       Robux for real-world currency under certain conditions. Please revise
here, and in the
       forepart of the filing, to include a discussion of the conditions under
which Robux can be
       exchanged for real world currency. In addition, disclose your accounting
policy for
       situations where a developer or creator is not permitted to exchange
Robux for real-world
       currency.
Note 8. Stock-based Compensation, page F-25

21.    Please provide us with a breakdown of all stock-based compensation
awards granted to
       date in fiscal 2020 including the fair value of the underlying stock
used to value such
       awards. To the extent there was any significant fluctuations in the fair
values, please
       describe for us the factors that contributed to such fluctuations,
including any intervening
       events within the company or changes in your valuation assumptions or
methodology.
       Also, disclose any share-based issuances subsequent to the most recent
balance sheet date
       and the expected financial statement impact, if material. Refer to ASC
855-10-50-2.
General

22.    Please supplementally provide us with copies of all written
communications, as defined in
       Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
       present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
       not they retain copies of the communications.
        You may contact Melissa Kindelan, Staff Accountant, at (202) 551-3564
or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions
regarding comments
on the financial statements and related matters. Please contact Matthew
Crispino, Staff Attorney,
at (202) 551-3456 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any
other questions.



                                                             Sincerely,
FirstName LastNameDavid Baszucki
                                                             Division of
Corporation Finance
Comapany NameRoblox Corporation
                                                             Office of
Technology
November 5, 2020 Page 5
cc:       Michael E. Coke
FirstName LastName