0000899243-18-008706.txt : 20180328 0000899243-18-008706.hdr.sgml : 20180328 20180328163228 ACCESSION NUMBER: 0000899243-18-008706 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180326 FILED AS OF DATE: 20180328 DATE AS OF CHANGE: 20180328 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CAROLAN SHAWN T CENTRAL INDEX KEY: 0001376066 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38211 FILM NUMBER: 18719218 MAIL ADDRESS: STREET 1: 3000 SAND HILL ROAD STREET 2: 4-100 CITY: MENLO PARK STATE: CA ZIP: 94025 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: 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-03-26 0 0001428439 ROKU, INC ROKU 0001376066 CAROLAN SHAWN T 2884 SAND HILL ROAD, SUITE 100 MENLO PARK CA 94025 1 0 1 0 Class B Common Stock 2018-03-26 4 C 0 23388668 0.00 A 23388668 I See footnote Class B Common Stock 2018-03-26 4 J 0 4300000 D 19088668 I See footnote Class B Common Stock 2018-03-26 4 J 0 1063771 A 1063771 I See footnote Class B Common Stock 2018-03-26 4 J 0 1063771 D 0 I See footnote Class B Common Stock 2018-03-26 4 J 0 58232 A 58232 I By Shawn T. Carolan and Jennifer M. Carolan, Trustees of the Carolan Family Trust Dated November 4, Class B Common Stock 2018-03-26 4 C 0 23388668 0.00 D Class A Common Stock 23388668 0 I See footnote MV Management X, L.L.C. ("MVM-X") is the sole general partner of Menlo Ventures X, L.P. ("Menlo X"), MMEF X, L.P. ("MMEF X") and Menlo Entrepreneurs Fund X, L.P. ("MEF X" and, collectively with Menlo X and MMEF X, the "Menlo Funds"). MVM-X exercises voting and dispositive power over the shares held by each of the Menlo Funds. The Reporting Person disclaims beneficial ownership of the shares reported herein as held by the Menlo Funds and MVM-X, except to the extent of his proportionate pecuniary interest therein. The shares of Class B Common Stock converted, and the shares of Class A Common Stock received on conversion, were held as follows: (i) 22,795,982 shares held by Menlo X, (ii) 398,925 shares held by MMEF X, and (iii) 193,761 shares held by MEF X. Represents a pro rata in kind distribution of shares of Class A Common Stock, without consideration, by each of Menlo X, MMEF X and MEF X to their respective partners, including their general partner, MVM-X, pursuant to a distribution plan adopted in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934. The shares were distributed as follows: (i) 4,191,035 shares by Menlo X, (ii) 73,342 shares by MMEF X, and (iii) 35,623 shares by MEF X. Following the distributions described in footnote (3), these shares are held as follows: (i) 18,604,947 shares by Menlo X, (ii) 325,583 shares by MMEF X, and (iii) 158,138 shares by MEF X. Represents the receipt of shares by MVM-X in the distributions described in greater detail in footnote (3). Shares are held by MVM-X. Represents a pro-rata in-kind distribution of shares of Class A Common Stock by MVM-X, without consideration, to its members, pursuant to a distribution plan adopted in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934. Represents a change in the form of ownership from one form of indirect ownership to another by virtue of the receipt of (i) 58,232 shares in the pro rata in kind distribution of Class A Common Stock of the Issuer by MVM-X described in footnote (7), and (ii) 214 shares in the pro rata in kind distribution of Class A Common Stock of the Issuer by MMEF X described in footnote (3). The shares are held by the Shawn T. Carolan and Jennifer M. Carolan, Trustees of the Carolan Family Trust Dated November 4, 2010 (the "Trust"). The Reporting Person is a trustee of the Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Trust except to the extent of his proportionate pecuniary interest therein. The Class B Common Stock will convert automatically into 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. /s/ Shawn T. Carolan, Shawn T. Carolan 2018-03-28