0001716837-19-000128.txt : 20190717 0001716837-19-000128.hdr.sgml : 20190717 20190717162508 ACCESSION NUMBER: 0001716837-19-000128 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190716 FILED AS OF DATE: 20190717 DATE AS OF CHANGE: 20190717 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: 19959384 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 2019-07-16 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 2019-07-16 4 C 0 3000 2.94 A 53000 D Class A Common Stock 2019-07-16 4 C 0 4000 2.94 A 57000 D Class A Common Stock 2019-07-16 4 C 0 5000 5.64 A 62000 D Class A Common Stock 2019-07-16 4 S 0 655 104.3707 D 61345 D Class A Common Stock 2019-07-16 4 S 0 462 105.612 D 60883 D Class A Common Stock 2019-07-16 4 S 0 710 107.0381 D 60173 D Class A Common Stock 2019-07-16 4 S 0 645 107.9825 D 59528 D Class A Common Stock 2019-07-16 4 S 0 1132 108.8385 D 58396 D Class A Common Stock 2019-07-16 4 S 0 8396 109.8578 D 50000 D Employee Stock Option (Right to Buy) 2.94 2019-07-16 4 M 0 3000 2.94 D 2024-01-23 Class B Common Stock 3000 22216 D Class B Common Stock 2.94 2019-07-16 4 M 0 3000 2.94 A 2024-01-23 Class A Common Stock 3000 3000 D Class B Common Stock 2.94 2019-07-16 4 C 0 3000 2.94 D 2024-01-23 Class A Common Stock 3000 0 D Employee Stock Option (Right to Buy) 2.94 2019-07-16 4 M 0 4000 2.94 D 2024-01-23 Class B Common Stock 4000 20040 D Class B Common Stock 2.94 2019-07-16 4 M 0 4000 2.94 A 2024-01-23 Class A Common Stock 4000 4000 D Class B Common Stock 2.94 2019-07-16 4 C 0 4000 2.94 D 2024-01-23 Class A Common Stock 4000 0 D Employee Stock Option (Right to Buy) 5.64 2019-07-16 4 M 0 5000 5.64 D 2025-03-22 Class B Common Stock 5000 51436 D Class B Common Stock 5.64 2019-07-16 4 M 0 5000 5.64 A 2025-03-22 Class A Common Stock 5000 5000 D Class B Common Stock 5.64 2019-07-16 4 C 0 5000 5.64 D 2025-03-22 Class A Common Stock 5000 0 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 $104.06 to $105.04 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 $105.19 to $106.18 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 $106.36 to $107.31 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 $107.41 to $108.37 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 $108.54 to $109.29 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 $109.8392 to $110.31 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. Options were 1/4 vested on 1/2/15 then 1/36th monthly thereafter over a total of 4 years. 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. Options vest monthly starting 4/23/15 over 4 years. /s/ Stephen Kay 2019-07-17