Filing Details

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

SCHEDULE 13G/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

 

 

Roku, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

77543R102

(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. 77543R102		Schedule 13G/A		Page 2 of 6 Pages

 

1.		Names of Reporting Persons   Anthony J. Wood
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   3,472,496
				6.		Shared Voting Power   20,476,400 (See Items 4(a) below)
				7.		Sole Dispositive Power   3,472,496
				8.		Shared Dispositive Power   20,476,400 (See Items 4(a) below)

9.		Aggregate Amount Beneficially Owned by Each Reporting Person   23,948,896 (See Items 4(a) below)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)  ☐
11.		Percent of Class Represented by Amount in Row (9)   23.5% (See Item 4(b) below)
12.		Type of Reporting Person (see instructions)   IN

CUSIP No. 77543R102		Schedule 13G/A		Page 3 of 6 Pages

 

Item 1(a).

Name of Issuer:

Roku, Inc.

 

Item 1(b).

Address of Issuers Principal Executive Offices:

150 Winchester Circle

Los Gatos, California 95032

 

Item 2(a).

Name of Person Filing:

Anthony J. Wood

 

Item 2(b).

Address of Principal Business Office or, if none, Residence:

c/o Roku, Inc.

150 Winchester Circle

Los Gatos, California 95032

 

Item 2(c).

Citizenship:

United States

 

Item 2(d).

Title of Class of Securities:

Class A Common Stock

 

Item 2(e).

CUSIP Number:

77543R102

 

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:

 

		(a)		☐		Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
		(b)		☐		Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
		(c)		☐		Insurance company as defined in section 3(a)19) of the Act (15 U.S.C. 78c);
		(d)		☐		Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
		(e)		☐		An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
		(f)		☐		An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
		(g)		☐		A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
		(h)		☐		A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
		(i)		☐		A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
		(j)		☐		A non-U.S. institution in accordance with §240.13d1(b)(1)(ii)(J);
		(k)		☐		Group, in accordance with §240.13d1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with §240.13d1(b)(1)(ii)(J), please specify the type of institution:                 

CUSIP No. 77543R102		Schedule 13G/A		Page 4 of 6 Pages

 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount Beneficially Owned: The reporting person has sole voting and dispositive power over 3,472,496 shares of Class B Common Stock issuable upon exercise of options which are exercisable within sixty days after December 31, 2018, of which 975,729 shares would be subject to a right of repurchase within that period.

The reporting person has shared voting and dispositive power over 1,562 shares of Class A Common Stock and 20,474,838 shares of Class B Common Stock held by the Wood Revocable Trust. Mr. Wood and his wife, Susan D. Wood, are co-trustees of the Wood Revocable Trust. The Class B Common Stock is convertible at the holders option into Class A Common Stock on a 1-for-1 basis.

 

(b)

Percent of class: 23.5%

The foregoing percentage is based on 77,819,696 shares of Class A Common Stock outstanding as of December 31, 2018, plus 23,947,334 shares of Class B Common Stock beneficially held by the reporting person as of December 31, 2018, which are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the reporting person.

The reporting person would beneficially own 21.1% of the total outstanding shares of the Issuer, assuming conversion of all Class B Common Stock outstanding on December 31, 2018 into Class A Common Stock. This percentage is based on the combined total of 113,242,287 outstanding shares as of December 31, 2018, representing 77,819,696 Class A shares and 31,950,155 Class B shares, plus 3,472,496 shares of Class B Common Stock issuable upon exercise of options held by Mr. Wood which are exercisable within sixty days after December 31, 2018.

The holders of Class B Common Stock are entitled to ten votes per share and the holders of Class A Common Stock are entitled to one vote per share. The percentages reported do not reflect the ten for one voting power of the Class B Common Stock.

 

(c)

Number of shares as to which the person has:

 

(i)

Sole power to vote or to direct the vote: 3,472,496 (See Item 4(a) above)

 

(ii)

Shared power to vote or to direct the vote: 20,476,400 (See Item 4(a) above)

 

(iii)

Sole power to dispose or to direct the disposition of: 3,472,496 (See Item 4(a) above)

 

(iv)

Shared power to dispose or to direct the disposition of: 20,476,400 (See Item 4(a) above)

 

Item 5.

Ownership of 5 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 5 percent of the class of securities, check the following ☐.

 

Item 6.

Ownership of More than 5 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

CUSIP No. 77543R102		Schedule 13G/A		Page 5 of 6 Pages

 

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

CUSIP No. 77543R102		Schedule 13G/A		Page 6 of 6 Pages

 

SIGNATURE

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.