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Filing Details

Accession Number:: 0001144204-19-008315
Form Type:: 13G Filing
Publication Date:: 2019-02-14 17:15:00

Filed By:: Citadel Securities Llc
Company:: Roku Inc (NASDAQ:ROKU)
Filing Date:: 2019-02-14
SEC Url:: 13G Filing

Ownership Summary

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	Shared Voting Power	Percent of Class
Citadel Securities	931,009	1.2%
CALC III	931,009	1.2%
Citadel Securities GP	931,009	1.2%
Kenneth Griffin	931,114	1.2%

Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Information Statement Pursuant to Rules 13d-1 and 13d-2

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Roku, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

77543R102

(CUSIP Number)

December 31, 2018

(Date of Event Which Requires Filing of the 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 disclosures provided in a prior cover page.

The information required on 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

13G/A

Page 2 of 10 Pages

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Citadel Securities LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

SOLE VOTING POWER

SHARED VOTING POWER

931,009 shares

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

See Row 6 above

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.2%¹

12.

TYPE OF REPORTING PERSON

BD; OO

The percentages reported in this Schedule 13G/A are based upon 77,223,289 shares of Class A Common Stock outstanding as of October 31, 2018 (according to the Form 10-Q filed by the issuer with the Securities and Exchange Commission on November 9, 2018).

CUSIP No. 77543R102

13G/A

Page 3 of 10 Pages

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

CALC III LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

SOLE VOTING POWER

SHARED VOTING POWER

931,009 shares

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

See Row 6 above

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.2%

12.

TYPE OF REPORTING PERSON

PN; HC

CUSIP No. 77543R102

13G/A

Page 4 of 10 Pages

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Citadel Securities GP LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

SOLE VOTING POWER

SHARED VOTING POWER

931,009 shares

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

See Row 6 above.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above.

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.2%

12.

TYPE OF REPORTING PERSON

OO; HC

CUSIP No. 77543R102

13G/A

Page 5 of 10 Pages

NAME OF REPORTING PERSON

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

Kenneth Griffin

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S. Citizen

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

SOLE VOTING POWER

SHARED VOTING POWER

931,114 shares

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

See Row 6 above

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

See Row 6 above

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

1.2%

12.

TYPE OF REPORTING PERSON

IN; HC

CUSIP No. 77543R102

13G/A

Page 6 of 10 Pages

Item 1(a)

Name of Issuer

Roku, Inc.

Item 1(b)

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

Item 2(a)

Name of Person Filing
This Schedule 13G/A is being jointly filed by Citadel Securities LLC (“Citadel Securities”), CALC III LP (“CALC3”), Citadel Securities GP LLC (“CSGP”) and Mr. Kenneth Griffin (collectively with Citadel Securities, CALC3 and CSGP, the “Reporting Persons”) with respect to shares of Class A Common Stock (and options to purchase common stock) of the above-named issuer owned by Citadel Global Equities Master Fund Ltd., a Cayman Islands limited company (“CG”), Citadel Multi-Strategy Equities Master Fund Ltd., a Cayman Islands limited company (“CM”), and Citadel Securities.

Citadel Advisors LLC, a Delaware limited liability company (“Citadel Advisors”), is the portfolio manager for CG and CM. Citadel Advisors Holding LP, a Delaware limited partnership (“CAH”), is the sole member of Citadel Advisors. Citadel GP LLC, a Delaware limited liability company (“CGP”), is the general partner of CAH. CALC3 is the non-member manager of Citadel Securities. CSGP is the general partner of CALC3. Mr. Griffin is the President and Chief Executive Officer of CGP and owns a controlling interest in CGP and CSGP.

The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than the securities actually owned by such person (if any).

Item 2(b)

Address of Principal Business Office
The address of the principal business office of each of the Reporting Persons is 131 S. Dearborn Street, 32nd Floor, Chicago, Illinois 60603.

Item 2(c)

Citizenship
Each of Citadel Securities and CSGP is organized as a limited liability company under the laws of the State of Delaware. CALC3 is organized as a limited partnership under the laws of the State of Delaware. Mr. Griffin is a U.S. citizen.

Item 2(d)

Title of Class of Securities
Class A Common Stock, par value $0.0001 per share

Item 2(e)

CUSIP Number

77543R102

CUSIP No. 77543R102

13G/A

Page 7 of 10 Pages

Item 3

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under Section 15 of the Exchange Act;

(b)

Bank as defined in Section 3(a)(6) of the Exchange Act;

(c)

Insurance company as defined in Section 3(a)(19) of the Exchange Act;

(d)

Investment company registered under Section 8 of the Investment Company Act;

(e)

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j)

A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

(k)

Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.

CUSIP No. 77543R102

13G/A

Page 8 of 10 Pages

Item 4

Ownership

Citadel Securities LLC, CALC III LP and Citadel Securities GP LLC

(a)

Each of Citadel Securities, CALC3 and CSGP may be deemed to beneficially own 931,009 shares of Class A Common Stock.

(b)

The number of shares that each of Citadel Securities, CALC3 and CSGP may be deemed to beneficially own constitutes approximately 1.2% of the Class A Common Stock outstanding.

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote: 0

(ii)

shared power to vote or to direct the vote: 931,009

(iii)

sole power to dispose or to direct the disposition of: 0

(iv)

shared power to dispose or to direct the disposition of: 931,009

Kenneth Griffin

(a)

Griffin may be deemed to beneficially own 931,114 shares of Class A Common Stock.

(b)

The number of shares Griffin may be deemed to beneficially own constitutes approximately 1.2% of the Class A Common Stock outstanding.

(c)

Number of shares as to which such person has:

(i)

sole power to vote or to direct the vote: 0

(ii)

shared power to vote or to direct the vote: 931,114

(iii)

sole power to dispose or to direct the disposition of: 0

(iv)

shared power to dispose or to direct the disposition of: 931,114

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 5 percent of the class of securities, check the following x

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

See Item 2 above

CUSIP No. 77543R102

13G/A

Page 9 of 10 Pages

Item 8

Identification and Classification of Members of the Group

Not Applicable

Item 9

Notice of Dissolution of Group

Not Applicable

Item 10

Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No. 77543R102

13G/A

Page 10 of 10 Pages

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated this 14^th day of February, 2019.

CITADEL SECURITIES LLC		CALC3 III LP

By:	/s/ Guy Miller	By:	/s/ Guy Miller
	Guy Miller, Authorized Signatory		Guy Miller, Authorized Signatory

CITADEL SECURITIES GP LLC		KENNETH GRIFFIN

By:	/s/ Guy Miller	By:	/s/ Guy Miller
	Guy Miller, Authorized Signatory		Guy Miller, attorney-in-fact^*

Guy Miller is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney filed with the Securities and Exchange Commission on February 14, 2018, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Securities LLC on Schedule 13G/A for Paragon Shipping Inc.