0001193125-18-345066.txt : 20181207 0001193125-18-345066.hdr.sgml : 20181207 20181207172001 ACCESSION NUMBER: 0001193125-18-345066 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20181207 DATE AS OF CHANGE: 20181207 SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90128 FILM NUMBER: 181224291 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TWENTY-FIRST CENTURY FOX, INC. CENTRAL INDEX KEY: 0001308161 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 260075658 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1211 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-852-7000 MAIL ADDRESS: STREET 1: 1211 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: NEWS CORP DATE OF NAME CHANGE: 20041110 FORMER COMPANY: FORMER CONFORMED NAME: NEWS CORPORATION, INC. DATE OF NAME CHANGE: 20041108 SC 13G 1 d653608dsc13g.htm SCHEDULE 13G Schedule 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

 

Roku, Inc.

(Name of Issuer)

Class A Common Stock, $0.0001 par value

(Title of Class of Securities)

77543R102

(CUSIP Number)

December 31, 2017

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

  ☐

Rule 13d-1(b)

 

  ☐

Rule 13d-1(c)

 

  ☒

Rule 13d-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 the Notes).

 

 

 

CUSIP No. 77543R102

 

  1.   

Names of Reporting Persons.

 

Twenty-First Century Fox, Inc.

  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

 

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With:

    5.    

Sole Voting Power

 

6,022,258

   6.   

Shared Voting Power

 

0

   7.   

Sole Dispositive Power

 

6,022,258

   8.   

Shared Dispositive Power

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

6,022,258

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

11.  

Percent of Class Represented by Amount in Row (9)

 

23.8 (See Item 4 below)

12.  

Type of Reporting Person (See Instructions)

 

CO

Item 1.

 

  (a)

Name of Issuer:

Roku, Inc. (the “Issuer”).

 

  (b)

Address of Issuer’s Principal Executive Offices

150 Winchester Circle, Los Gatos, California 95032.

Item 2.

 

  (a)

Name of Person Filing:

This Schedule 13G is filed by Twenty-First Century Fox, Inc. (the “Reporting Person”).

 

  (b)

Address or Principal Business Office or, if None, Residence:

The address of the principal business office of the Reporting Person is 1211 Avenue of the Americas, New York, New York 10036.

 

  (c)

Citizenship

The Reporting Person is a Delaware corporation.

 

  (d)

Title of Class of Securities

Class A Common Stock, $0.0001 par value

 

  (e)

CUSIP Number

77543R102

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

 

Item 4.

Ownership.

 

  (a)

Amount beneficially owned: 6,022,258

 

  (b)

Percent of class:  23.8% as of December 31, 2017

 

      

                             7.2% as of October 31, 2018

 

  (c)

Number of shares as to which the person has:

 

  (i)

Sole power to vote or to direct the vote: 6,022,258

 

  (ii)

Shared power to vote or to direct the vote: -0-

 

  (iii)

Sole power to dispose or to direct the disposition of: 6,022,258

 

  (iv)

Shared power to dispose or to direct the disposition of: -0-

The shares of Class A common stock of the Issuer reported as being beneficially owned by the Reporting Person as of December 31, 2017 are included in this Schedule 13G because the Reporting Person is deemed to beneficially own such shares as a result of ownership of 6,022,258 shares of Class B common stock of the Issuer, which shares are convertible into shares of Class A common stock at the election of the holder at an exchange rate of 1:1. The percentage of class is calculated based on 19.325 million shares of the Issuer’s Class A common stock outstanding as of December 31, 2017, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, plus the 6,022,258 shares of Class A common stock into which the shares of Class B common stock owned by the Reporting Person are convertible.

 

Item 5.

Ownership of Five 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 five percent of the class of securities, check the following    ☐.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

Not applicable.

 

Item 9.

Notice of Dissolution of Group

Not applicable.

 

Item 10.

Certification

Not applicable.

SIGNATURES

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.

Date: December 7, 2018

 

TWENTY-FIRST CENTURY FOX, INC.
By:   /s/ Janet Nova
Name:   Janet Nova
Title:  

Executive Vice President and Deputy

General Counsel