Filing Details
- Accession Number:
- 0001193125-19-032031
- Form Type:
- 13G Filing
- Publication Date:
- 2019-02-08 13:55:00
- Filed By:
- Menlo Ventures X L P
- Company:
- Roku Inc (NASDAQ:ROKU)
- Filing Date:
- 2019-02-08
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Menlo Ventures X | 0 | 0 | 0 | 0 | 0 | 0.0% |
| Menlo Entrepreneurs Fund X | 0 | 0 | 0 | 0 | 0 | 0.0% |
| MMEF X | 0 | 0 | 0 | 0 | 0 | 0.0% |
| MV Management X | 0 | 0 | 0 | 0 | 0 | 0.0% |
| Henry D. Montgomery | 275,000 | 0 | 275,000 | 0 | 275,000 | 0.3% |
| Douglas C. Carlisle | 866,301 | 0 | 866,301 | 0 | 866,301 | 0.8% |
| John W. Jarve | 0 | 0 | 0 | 0 | 0 | 0.0% |
| Mark A. Siegel | 150,000 | 0 | 150,000 | 0 | 150,000 | 0.1% |
| Shawn T. Carolan | 318,033 | 0 | 318,033 | 0 | 318,033 | 0.3% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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 persons 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. |
Page 2
| 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. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. |
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. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. |
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. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. |
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
275,000 (2) | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
275,000 (2) | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
275,000 (2) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.3% of Common Stock (0.4% of Class A Common Stock) (3)(4)(5) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. |
| (2) | Consists of (i) 250,000 shares of Class B Common Stock held by Montgomery Family Trust, which may be converted into Class A Common Stock at a 1:1 ratio at the option of Montgomery Family Trust, and (ii) 25,000 shares of Class B Common Stock held by Dumont Partners, which may be converted into Class A Common Stock at a 1:1 ratio at the option of Dumont Partners. HDM serves as the trustee of the Montgomery Family Trust, and the general partner of Dumont Partners. As such, HDM possesses power to direct the voting and disposition of the shares owned by Montgomery Family Trust and Dumont Partners and may be deemed to have indirect beneficial ownership of the shares held by Montgomery Family Trust and Dumont Partners. HDM owns no securities of the Issuer directly. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 109,164,617 shares of Common Stock (77,223,289 shares of Class A Common Stock and 31,941,328 shares of Class B Common Stock) as of October 31, 2018, as reported on the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, filed with the SEC on November 9, 2018. |
| (4) | The Class A Common Stock beneficial ownership percentage is based on 77,223,289 shares of the Issuers Class A Common Stock outstanding as of October 31, 2018, as reported on the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, filed with the SEC on November 9, 2018, plus the number of shares of the Issuers Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the Class A Common Stock beneficial ownership percentage of the Reporting Person. |
| (5) | The shares held by the Reporting Persons represent 0.7% of the combined voting power of the Issuers Common Stock. |
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
866,301 (2) | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
866,301 (2) | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
866,301 (2) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.8% of Common Stock (1.1% of Class A Common Stock) (3)(4)(5) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. |
| (2) | Consists of (i) 131,535 shares of Class B Common Stock held by the Carlisle Family Partnership, which may be converted into Class A Common Stock at a 1:1 ratio at the option of Carlisle Family Partnership, and (ii) 734,766 shares of Class B Common Stock held by DCC directly, which may be converted into Class A Common Stock at a 1:1 ratio at the option of DCC. DCC serves as the general partner of Carlisle Family Partnership. As such, DCC possesses power to direct the voting and disposition of the shares owned by Carlisle Family Partnership and may be deemed to have indirect beneficial ownership of the shares held by Carlisle Family Partnership. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 109,164,617 shares of Common Stock (77,223,289 shares of Class A Common Stock and 31,941,328 shares of Class B Common Stock) as of October 31, 2018, as reported on the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, filed with the SEC on November 9, 2018. |
| (4) | The Class A Common Stock beneficial ownership percentage is based on 77,223,289 shares of the Issuers Class A Common Stock outstanding as of October 31, 2018, as reported on the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, filed with the SEC on November 9, 2018, plus the number of shares of the Issuers Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the Class A Common Stock beneficial ownership percentage of the Reporting Person. |
| (5) | The shares held by the Reporting Persons represent 2.2% of the combined voting power of the Issuers Common Stock. |
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. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. |
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
150,000 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
150,000 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
150,000 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.1% of Common Stock (0.2% of Class A Common Stock) (2)(3)(4) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. |
| (2) | The Common Stock beneficial ownership percentage is based on a total of 109,164,617 shares of Common Stock (77,223,289 shares of Class A Common Stock and 31,941,328 shares of Class B Common Stock) as of October 31, 2018, as reported on the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, filed with the SEC on November 9, 2018. |
| (3) | The Class A Common Stock beneficial ownership percentage is based on 77,223,289 shares of the Issuers Class A Common Stock outstanding as of October 31, 2018, as reported on the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, filed with the SEC on November 9, 2018, plus the number of shares of the Issuers Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the Class A Common Stock beneficial ownership percentage of the Reporting Person. |
| (4) | The shares held by the Reporting Persons represent 0.4% of the combined voting power of the Issuers Common Stock. |
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
318,033 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
318,033 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
318,033 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0.3% of Common Stock (0.4% of Class A Common Stock) (2)(3)(4) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. |
| (2) | The Common Stock beneficial ownership percentage is based on a total of 109,164,617 shares of Common Stock (77,223,289 shares of Class A Common Stock and 31,941,328 shares of Class B Common Stock) as of October 31, 2018, as reported on the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, filed with the SEC on November 9, 2018. |
| (3) | The Class A Common Stock beneficial ownership percentage is based on 77,223,289 shares of the Issuers Class A Common Stock outstanding as of October 31, 2018, as reported on the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, filed with the SEC on November 9, 2018, plus the number of shares of the Issuers Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the Class A Common Stock beneficial ownership percentage of the Reporting Person. |
| (4) | The shares held by the Reporting Persons represent 0.8% of the combined voting power of the Issuers Common Stock. |
Page 10
| Item 1. |
| (a) | Name of Issuer: Roku, Inc. |
| (b) | Address of Issuers 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 | 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 | 275,000 | 275,000 | 0 | 275,000 | 0 | 275,000 | 0.3% of Common Stock (0.4% of Class A Common Stock) | |||||||||||||||||||
| DCC | 866,301 | 866,301 | 0 | 866,301 | 0 | 866,301 | 0.8% of Common Stock (1.1% of Class A Common Stock) | |||||||||||||||||||
| JWJ | 0 | 0 | 0 | 0 | 0 | 0 | 0.0% | |||||||||||||||||||
| MAS | 150,000 | 150,000 | 0 | 150,000 | 0 | 150,000 | 0.1% of Common Stock (0.2% of Class A Common Stock) | |||||||||||||||||||
| STC | 318,033 | 318,033 | 0 | 318,033 | 0 | 318,033 | 0.3% of Common Stock (0.4% of Class A Common Stock) | |||||||||||||||||||
| 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: February 7, 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