SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Donato Craig

(Last)

(First)

(Middle)

C/O ROBLOX CORPORATION

970 PARK PLACE

(Street)

SAN MATEO

94403

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Roblox Corp [ RBLX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Business Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/10/2021		M		329,265	A	$0.165	2,194,826	D
Class A Common Stock	03/10/2021		M		83,332	A	$3.345	2,278,158	D
Class A Common Stock	03/10/2021		M		74,999	A	$3.405	2,353,157	D
Class A Common Stock	03/10/2021		S		500,000	D	$64.5	1,853,157	D
Class A Common Stock	03/10/2021		S		112,404	D	$69	1,740,753	D
Class A Common Stock	03/10/2021		S		37,596	D	$70	1,703,157	D
Class A Common Stock	03/10/2021		S		122,013	D	$71.1844⁽¹⁾	1,581,144	D
Class A Common Stock	03/10/2021		S		21,110	D	$72.0299⁽²⁾	1,560,034	D
Class A Common Stock	03/10/2021		S		125,000	D	$64.5	575,000	I	See Footnotes⁽³⁾
Class A Common Stock	03/10/2021		S		50,000	D	$69⁽⁴⁾	525,000	I	See Footnotes⁽³⁾
Class A Common Stock	03/10/2021		S		25,000	D	$71.0391⁽⁴⁾	500,000	I	See Footnotes
Class A Common Stock	03/11/2021		S		150,000	D	$75	1,410,034	D
Class A Common Stock	03/11/2021		S		25,000	D	$75	475,000	I	See Footnotes

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$0.165	03/10/2021		M			329,265	⁽⁵⁾	11/22/2026	Class A Common Stock	329,265	$0.00	0	D
Stock Option (RIght to Buy)	$3.345	03/10/2021		M			83,332	⁽⁶⁾	11/15/2028	Class A Common Stock	83,332	$0.00	191,668	D
Stock Option (Right to Buy)	$3.405	03/10/2021		M			74,999	⁽⁷⁾	12/21/2029	Class A Common Stock	74,999	$0.00	206,251	D

Explanation of Responses:

1. The price reported in column 4 is an average price. These shares were sold in multiple transactions at prices ranging from $71.00 to $71.82, inclusive. The reporting person undertakes to provide Roblox Corporation, any security holder of Roblox Corporation 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.

2. The price reported in column 4 is an average price. These shares were sold in multiple transactions at prices ranging from $72.00 to $72.23, inclusive. The reporting person undertakes to provide Roblox Corporation, any security holder of Roblox Corporation 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.

3. These shares are held directly by the Donato Generation Skipping Trust dtd 09/04/2020 for which the reporting person and his spouse serve as trustees. The reporting person may be deemed to have beneficial ownership of the securities held by the Trust.

4. The price reported in column 4 is an average price. These shares were sold in multiple transactions at prices ranging from $71.00 to $71.21, inclusive. The reporting person undertakes to provide Roblox Corporation, any security holder of Roblox Corporation 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.

5. 1/4th of the shares subject to the option became vested and exercisable on December 12, 2017 and 1/48th of the shares subject to the option continued to vest each month thereafter.

6. 1/48th of the shares subject to the option became vested and exercisable on November 22, 2018 and 1/48th of the shares subject to the option shall continue to vest each month thereafter, provided that the reporting person is a service provider to the issuer as of each vest date.

7. 1/48th of the shares subject to the option became vested and exercisable on December 22, 2019, and 1/48th of the shares subject to the option vest each month thereafter, subject to the Reporting Person continuing as a service provider through each such date.

Remarks:

	/s/ Mark Reinstra Attorney-in-Fact for Craig Donato	03/12/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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