Statement of Changes in Beneficial Ownership (4)
March 12 2020 - 7:56PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
KAY STEPHEN H |
2. Issuer Name and Ticker or Trading Symbol
ROKU, INC
[
ROKU
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP General Counsel, Secretary |
(Last)
(First)
(Middle)
C/O ROKU, INC., 150 WINCHESTER CIRCLE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/10/2020 |
(Street)
LOS GATOS, CA 95032
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 3/10/2020 | | C | | 10000 | A | $5.64 | 95812 | D | |
Class A Common Stock | 3/10/2020 | | S | | 1299 (1) | D | $93.8596 (2) | 94513 | D | |
Class A Common Stock | 3/10/2020 | | S | | 2624 (1) | D | $94.7297 (3) | 91889 | D | |
Class A Common Stock | 3/10/2020 | | S | | 1810 (1) | D | $95.6305 (4) | 90079 | D | |
Class A Common Stock | 3/10/2020 | | S | | 2093 (1) | D | $96.6886 (5) | 87986 | D | |
Class A Common Stock | 3/10/2020 | | S | | 1470 (1) | D | $97.591 (6) | 86516 | D | |
Class A Common Stock | 3/10/2020 | | S | | 403 (1) | D | $98.5033 (7) | 86113 | D | |
Class A Common Stock | 3/10/2020 | | S | | 71 (1) | D | $99.47 | 86042 | D | |
Class A Common Stock | 3/10/2020 | | S | | 230 (1) | D | $100.78 (8) | 85812 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Employee Stock Option (Right to Buy) | $5.64 | 3/10/2020 | | M | | | 6000 | (9) | 11/7/2026 | Class B Common Stock | 6000 | $5.64 | 73603 | D | |
Class B Common Stock | $5.64 | 3/10/2020 | | M | | 6000 | | (10) | 11/7/2026 | Class A Common Stock | 6000 | $5.64 | 6000 | D | |
Class B Common Stock | $5.64 | 3/10/2020 | | C | | | 6000 | (10) | 11/7/2026 | Class A Common Stock | 6000 | $5.64 | 0 | D | |
Employee Stock Option (Right to Buy) | $5.64 | 3/10/2020 | | M | | | 4000 | (9) | 3/22/2025 | Class B Common Stock | 4000 | $5.64 | 2436 | D | |
Class B Common Stock | $5.64 | 3/10/2020 | | M | | 4000 | | (10) | 3/22/2025 | Class A Common Stock | 4000 | $5.64 | 4000 | D | |
Class B Common Stock | $5.64 | 3/10/2020 | | C | | | 4000.0 | (10) | 3/22/2025 | Class A Common Stock | 4000.0 | $5.64 | 0 | D | |
Explanation of Responses: |
(1) | Shares sold pursuant to Mr. Kay's 10b5-1 plan. |
(2) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $93.25 to $94.20 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. |
(3) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $94.24 to $95.19 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. |
(4) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $95.27 to $96.26 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. |
(5) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $96.27 to $97.23 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. |
(6) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.29 to $98.20 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. |
(7) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $98.32 to $98.73 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. |
(8) | The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.60 to $101.06 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. |
(9) | This stock option is fully vested. |
(10) | 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
KAY STEPHEN H C/O ROKU, INC. 150 WINCHESTER CIRCLE LOS GATOS, CA 95032 |
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| SVP General Counsel, Secretary |
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Signatures
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/s/ Christy Lillquist, attorney-in-fact | | 3/12/2020 |
**Signature of Reporting Person | Date |
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