SC 13G/A

0001193125-19-019170.txt : 20190128 0001193125-19-019170.hdr.sgml : 20190128 20190128171702 ACCESSION NUMBER: 0001193125-19-019170 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20190128 DATE AS OF CHANGE: 20190128 GROUP MEMBERS: DOUGLAS C. CARLISLE GROUP MEMBERS: HENRY D. MONTGOMERY GROUP MEMBERS: JOHN W. JARVE GROUP MEMBERS: MARK A. SIEGEL GROUP MEMBERS: MENLO ENTREPRENEURS FUND X, L.P. GROUP MEMBERS: MMEF X, L.P. GROUP MEMBERS: MV MANAGEMENT X, L.L.C. GROUP MEMBERS: SHAWN T. CAROLAN 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-90128 FILM NUMBER: 19546375 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Menlo Ventures X L P CENTRAL INDEX KEY: 0001325065 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2884 SAND HILL RD STREET 2: SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-8540 MAIL ADDRESS: STREET 1: 2884 SAND HILL RD STREET 2: SUITE 100 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G/A 1 d688871dsc13ga.htm SC 13G/A SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

Roku, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

77543R 10 2

(CUSIP Number)

December 31, 2018

(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. 77543R 10 2


1.	Name of Reporting Persons Menlo Ventures X, L.P.
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 0
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 0.0%
12.	Type of Reporting Person (See Instructions) PN

(1)

This statement on Schedule 13G is filed by Menlo Ventures X, L.P. (“Menlo X”), MMEF X, L.P. (“MMEF X”), Menlo Entrepreneurs Fund X, L.P. (“MEF X”), MV Management X, L.L.C. (“MVM-X”), Shawn T. Carolan (“STC”), H.D. Montgomery (“HDM”), Douglas C. Carlisle (“DCC”), John W. Jarve (“JWJ”) and Mark A. Siegel (“MAS,” together with Menlo X, MMEF X, MEF X, MVM-X, STC, HDM, DCC and JWJ, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

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CUSIP No. 77543R 10 2


1.	Name of Reporting Persons Menlo Entrepreneurs Fund X, L.P.
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 0
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 0.0%
12.	Type of Reporting Person (See Instructions) PN

(1)	This statement on Schedule 13G is filed by the Reporting Persons.

Page 3


CUSIP No. 77543R 10 2


1.	Name of Reporting Persons MMEF X, L.P.
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 0
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 0.0%
12.	Type of Reporting Person (See Instructions) PN

(1)	This statement on Schedule 13G is filed by the Reporting Persons.

Page 4


CUSIP No. 77543R 10 2


1.	Name of Reporting Persons MV Management X, L.L.C.
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 0
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 0.0%
12.	Type of Reporting Person (See Instructions) CO

(1)	This statement on Schedule 13G is filed by the Reporting Persons.

Page 5


CUSIP No. 77543R 10 2


1.	Name of Reporting Persons Henry D. Montgomery
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 United States
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 0.0%
12.	Type of Reporting Person (See Instructions) IN

(1)	This statement on Schedule 13G is filed by the Reporting Persons.

Page 6


CUSIP No. 77543R 10 2


1.	Name of Reporting Persons Douglas C. Carlisle
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 United States
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 0.0%
12.	Type of Reporting Person (See Instructions) IN

(1)	This statement on Schedule 13G is filed by the Reporting Persons.

Page 7


CUSIP No. 77543R 10 2


1.	Name of Reporting Persons John W. Jarve
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 United States
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 0.0%
12.	Type of Reporting Person (See Instructions) IN

(1)	This statement on Schedule 13G is filed by the Reporting Persons.

Page 8


CUSIP No. 77543R 10 2


1.	Name of Reporting Persons Mark A. Siegel
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 United States
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 0.0%
12.	Type of Reporting Person (See Instructions) IN

(1)	This statement on Schedule 13G is filed by the Reporting Persons.

Page 9


CUSIP No. 77543R 10 2


1.	Name of Reporting Persons Shawn T. Carolan
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 United States
Number of Shares Beneficially Owned by Each Reporting Person With:		5.	Sole Voting Power 0
		6.	Shared Voting Power 0
		7.	Sole Dispositive Power 0
		8.	Shared Dispositive Power 0
9.	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.	Percent of Class Represented by Amount in Row (9) 0.0%
12.	Type of Reporting Person (See Instructions) IN

(1)	This statement on Schedule 13G is filed by the Reporting Persons.

Page 10

Item 1.

(a)

Name of Issuer: Roku, Inc.

(b)

Address of Issuer’s Principal Executive Offices: 150 Winchester Circle, Los Gatos, California 95032

Item 2.

(a)

Name of Person Filing:

Menlo Ventures X, L.P. (“MV X”)

Menlo Entrepreneurs Fund X, L.P. (“MEF X”)

MMEF X, L.P. (“MMEF X”)

MV Management X, L.L.C. (“MVM X”)

Henry D. Montgomery (“HDM”)

Douglas C. Carlisle (“DCC”)

John W. Jarve (“JWJ”)

Mark A. Siegel (“MAS”)

Shawn T. Carolan (“STC”)

(b)

Address of Principal Business Office or, if none, Residence

2884 Sand Hill Road, Suite 100

Menlo Park, California 94025

(c)

Citizenship:


Entities:	MV X	-	Delaware
	MEF X	-	Delaware
	MMEF X	-	Delaware
	MVM X	-	Delaware

Individuals:	HDM	-	United States
	DCC	-	United States
	JWJ	-	United States
	MAS	-	United States
	STC	-	United States

(d)

Title of Class of Securities: Common Stock

(e)

CUSIP Number: 77543R 10 2

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

Page 11

Item 4.

Ownership. The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2018:


Reporting Persons	Shares Held Directly		Sole Voting Power		Shared Voting Power		Sole Dispositive Power		Shared Dispositive Power		Beneficial Ownership		Percentage of Class
MV X		0		0		0		0		0		0		0.0	%
MEF X		0		0		0		0		0		0		0.0	%
MMEF X		0		0		0		0		0		0		0.0	%
MVM X		0		0		0		0		0		0		0.0	%
HDM		0		0		0		0		0		0		0.0	%
DCC		0		0		0		0		0		0		0.0	%
JWJ		0		0		0		0		0		0		0.0	%
MAS		0		0		0		0		0		0		0.0	%
STC		0		0		0		0		0		0		0.0	%

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 or Control Person.

Not applicable

Item 8.

Identification and Classification of Members of the Group

Not applicable

Item 9.

Notice of Dissolution of a Group

Not applicable

Item 10.

Certification

Not applicable

Page 12

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: January 28, 2019


MENLO VENTURES X, L.P.
By:	MV Management X, L.L.C., its general partner

	By:	/s/ Mark A. Siegel
		Mark A. Siegel
		Managing Member

MENLO ENTREPRENEURS FUND X, L.P
By:	MV Management X, L.L.C., its general partner

	By:	/s/ Mark A. Siegel
		Mark A. Siegel
		Managing Member

MMEF X, L.P
By:	MV Management X, L.L.C., its general partner

	By:	/s/ Mark A. Siegel
		Mark A. Siegel
		Managing Member

MV MANAGEMENT X, L.L.C.

	By:	/s/ Mark A. Siegel
		Mark A. Siegel
		Managing Member

/s/ Henry D. Montgomery
Henry D. Montgomery

/s/ John W. Jarve
John W. Jarve

/s/ Douglas C. Carlisle
Douglas C. Carlisle

/s/ Mark A. Siegel
Mark A. Siegel

/s/ Shawn T. Carolan
Shawn T. Carolan

Exhibit(s): 99.1: Joint Filing Statement

Page 13

EX-99.1 2 d688871dex991.htm EX-99.1 EX-99.1

EXHIBIT 99.1

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the shares of Common Stock of Roku, Inc.

Date: January 28, 2019


MENLO VENTURES X, L.P.
By:	MV Management X, L.L.C., its general partner

	By:	/s/ Mark A. Siegel
		Mark A. Siegel
		Managing Member

MENLO ENTREPRENEURS FUND X, L.P
By:	MV Management X, L.L.C., its general partner

	By:	/s/ Mark A. Siegel
		Mark A. Siegel
		Managing Member

MMEF X, L.P
By:	MV Management X, L.L.C., its general partner

	By:	/s/ Mark A. Siegel
		Mark A. Siegel
		Managing Member

MV MANAGEMENT X, L.L.C.

	By:	/s/ Mark A. Siegel
		Mark A. Siegel
		Managing Member

/s/ Henry D. Montgomery
Henry D. Montgomery

/s/ John W. Jarve
John W. Jarve

/s/ Douglas C. Carlisle
Douglas C. Carlisle

/s/ Mark A. Siegel
Mark A. Siegel

/s/ Shawn T. Carolan
Shawn T. Carolan

Page 14