FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/21/2024 |
3. Issuer Name and Ticker or Trading Symbol
Roblox Corp [ RBLX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A Common Stock | 341,131(1) | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Performance Stock Unit | (2) | (2) | Class A Common Stock | 114,776(3) | $0 | D |
Explanation of Responses: |
1. These securities are Restricted Stock Units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. 34,218 of the RSUs shall vest on May 20, 2024 and 306,913 of the RSUs shall vest quarterly thereafter, subject to the Reporting Person continuing as a service provider through each such date. |
2. The vesting of the performance stock units ("PSUs") is subject to satisfying both a performance-based requirement and a service-based requirement. The performance-based requirement is satisfied based on the achievement of certain cumulative Bookings and covenant adjusted EBITDA targets by the Issuer between January 1, 2024 and December 31, 2025. Subject to continued service by the Reporting Person on each vesting date, 67% of the PSUs eligible to vest based on performance will vest following certification of performance results by our Leadership Development and Compensation Committee within 60 days following December 31, 2025 and the remaining 33% of the PSUs eligible to vest based on performance will vest in approximately equal quarterly installments thereafter on each of May 20, 2026, August 20, 2026, November 20, 2026, and February 20, 2027, subject to continued service. |
3. Represents that maximum number of shares of Class A Common Stock which may be issued under this award. |
Remarks: |
Exhibit 24 - Power of Attorney |
/s/ Mark Reinstra Attorney-in-Fact for Arvind Chakravarthy | 03/28/2024 | |
** 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 5 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |