Filing Details
- Accession Number:
- 0001193125-18-040337
- Form Type:
- 13G Filing
- Publication Date:
- 2018-02-12 17:04:33
- Filed By:
- Menlo Ventures X L P
- Company:
- Roku Inc (NASDAQ:ROKU)
- Filing Date:
- 2018-02-12
- 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 | 23,388,668 | 0 | 23,388,668 | 23,388,668 | 23.9% |
| Menlo Entrepreneurs Fund X | 0 | 23,388,668 | 0 | 23,388,668 | 23,388,668 | 23.9% |
| MMEF X | 0 | 23,388,668 | 0 | 23,388,668 | 23,388,668 | 23.9% |
| MV Management X | 0 | 23,388,668 | 0 | 23,388,668 | 23,388,668 | 23.9% |
| Henry D. Montgomery | 0 | 23,388,668 | 0 | 23,388,668 | 23,388,668 | 23.9% |
| Douglas C. Carlisle | 0 | 23,388,668 | 0 | 23,388,668 | 23,388,668 | 23.9% |
| John W. Jarve | 0 | 23,388,668 | 0 | 23,388,668 | 23,388,668 | 23.9% |
| Mark A. Siegel | 0 | 23,388,668 | 0 | 23,388,668 | 23,388,668 | 23.9% |
| Shawn T. Carolan | 0 | 23,388,668 | 0 | 23,388,668 | 23,388,668 | 23.9% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Roku, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
77543R 10 2
(CUSIP Number)
December 31, 2017
(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
23,388,668 (2) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
23,388,668 (2) | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
23,388,668 (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)
23.9% of Common Stock (56.4% of Class A Common Stock) (3)(4)(5) | |||||
| 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. |
| (2) | Consists of (i) 22,795,982 shares of Class B Common Stock held by Menlo X, which may be converted into Class A Common Stock at a 1:1 ratio at the option of Menlo X, (ii) 398,925 shares of Class B Common Stock held by MMEF X, which may be converted into Class A Common Stock at a 1:1 ratio at the option of MMEF X, and (iii) 193,761 shares of Class B Common Stock held by MEF X, which may be converted into Class A Common Stock at a 1:1 ratio at the option of MEF X. MVM-X serves as the sole general partner of Menlo X, MMEF X and MEF X and the managing members of MVM-X commonly control Menlo X, MMEF X and MEF X. The managing members of MVM-X are STC, HDM, DCC, JWJ and MAS. As such, MVM-X possesses power to direct the voting and disposition of the shares owned by Menlo X, MMEF X and MEF X and may be deemed to have indirect beneficial ownership of the shares held by Menlo X, MMEF X and MEF X. MVM-X owns no securities of the Issuer directly. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 97,824,894 shares of Common Stock (18,106,218 shares of Class A Common Stock and 79,718,676 shares of Class B Common Stock) as of November 3, 2017, as reported on the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed with the SEC on November 9, 2017. |
| (4) | The Class A Common Stock beneficial ownership percentage is based on 18,106,218 shares of the Issuers Class A Common Stock outstanding as of November 3, 2017, as reported on the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed with the SEC on November 9, 2017, 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 28.7% of the combined voting power of the Issuers Common Stock. |
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
23,388,668 (2) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
23,388,668 (2) | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
23,388,668 (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)
23.9% of Common Stock (56.4% of Class A Common Stock) (3)(4)(5) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. |
| (2) | Consists of (i) 22,795,982 shares of Class B Common Stock held by Menlo X, which may be converted into Class A Common Stock at a 1:1 ratio at the option of Menlo X, (ii) 398,925 shares of Class B Common Stock held by MMEF X, which may be converted into Class A Common Stock at a 1:1 ratio at the option of MMEF X, and (iii) 193,761 shares of Class B Common Stock held by MEF X, which may be converted into Class A Common Stock at a 1:1 ratio at the option of MEF X. MVM-X serves as the sole general partner of Menlo X, MMEF X and MEF X and the managing members of MVM-X commonly control Menlo X, MMEF X and MEF X. The managing members of MVM-X are STC, HDM, DCC, JWJ and MAS. As such, MVM-X possesses power to direct the voting and disposition of the shares owned by Menlo X, MMEF X and MEF X and may be deemed to have indirect beneficial ownership of the shares held by Menlo X, MMEF X and MEF X. MVM-X owns no securities of the Issuer directly. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 97,824,894 shares of Common Stock (18,106,218 shares of Class A Common Stock and 79,718,676 shares of Class B Common Stock) as of November 3, 2017, as reported on the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed with the SEC on November 9, 2017. |
| (4) | The Class A Common Stock beneficial ownership percentage is based on 18,106,218 shares of the Issuers Class A Common Stock outstanding as of November 3, 2017, as reported on the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed with the SEC on November 9, 2017, 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 28.7% of the combined voting power of the Issuers Common Stock. |
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
23,388,668 (2) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
23,388,668 (2) | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
23,388,668 (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)
23.9% of Common Stock (56.4% of Class A Common Stock) (3)(4)(5) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. |
| (2) | Consists of (i) 22,795,982 shares of Class B Common Stock held by Menlo X, which may be converted into Class A Common Stock at a 1:1 ratio at the option of Menlo X, (ii) 398,925 shares of Class B Common Stock held by MMEF X, which may be converted into Class A Common Stock at a 1:1 ratio at the option of MMEF X, and (iii) 193,761 shares of Class B Common Stock held by MEF X, which may be converted into Class A Common Stock at a 1:1 ratio at the option of MEF X. MVM-X serves as the sole general partner of Menlo X, MMEF X and MEF X and the managing members of MVM-X commonly control Menlo X, MMEF X and MEF X. The managing members of MVM-X are STC, HDM, DCC, JWJ and MAS. As such, MVM-X possesses power to direct the voting and disposition of the shares owned by Menlo X, MMEF X and MEF X and may be deemed to have indirect beneficial ownership of the shares held by Menlo X, MMEF X and MEF X. MVM-X owns no securities of the Issuer directly. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 97,824,894 shares of Common Stock (18,106,218 shares of Class A Common Stock and 79,718,676 shares of Class B Common Stock) as of November 3, 2017, as reported on the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed with the SEC on November 9, 2017. |
| (4) | The Class A Common Stock beneficial ownership percentage is based on 18,106,218 shares of the Issuers Class A Common Stock outstanding as of November 3, 2017, as reported on the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed with the SEC on November 9, 2017, 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 28.7% of the combined voting power of the Issuers Common Stock. |
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
23,388,668 (2) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
23,388,668 (2) | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
23,388,668 (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)
23.9% of Common Stock (56.4% of Class A Common Stock) (3)(4)(5) | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
| (1) | This statement on Schedule 13G is filed by the Reporting Persons. |
| (2) | Consists of (i) 22,795,982 shares of Class B Common Stock held by Menlo X, which may be converted into Class A Common Stock at a 1:1 ratio at the option of Menlo X, (ii) 398,925 shares of Class B Common Stock held by MMEF X, which may be converted into Class A Common Stock at a 1:1 ratio at the option of MMEF X, and (iii) 193,761 shares of Class B Common Stock held by MEF X, which may be converted into Class A Common Stock at a 1:1 ratio at the option of MEF X. MVM-X serves as the sole general partner of Menlo X, MMEF X and MEF X and the managing members of MVM-X commonly control Menlo X, MMEF X and MEF X. The managing members of MVM-X are STC, HDM, DCC, JWJ and MAS. As such, MVM-X possesses power to direct the voting and disposition of the shares owned by Menlo X, MMEF X and MEF X and may be deemed to have indirect beneficial ownership of the shares held by Menlo X, MMEF X and MEF X. MVM-X owns no securities of the Issuer directly. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 97,824,894 shares of Common Stock (18,106,218 shares of Class A Common Stock and 79,718,676 shares of Class B Common Stock) as of November 3, 2017, as reported on the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed with the SEC on November 9, 2017. |
| (4) | The Class A Common Stock beneficial ownership percentage is based on 18,106,218 shares of the Issuers Class A Common Stock outstanding as of November 3, 2017, as reported on the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed with the SEC on November 9, 2017, 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 28.7% of the combined voting power of the Issuers Common Stock. |
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
23,388,668 (2) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
23,388,668 (2) | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
23,388,668 (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)
23.9% of Common Stock (56.4% 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. |
| (2) | Consists of (i) 22,795,982 shares of Class B Common Stock held by Menlo X, which may be converted into Class A Common Stock at a 1:1 ratio at the option of Menlo X, (ii) 398,925 shares of Class B Common Stock held by MMEF X, which may be converted into Class A Common Stock at a 1:1 ratio at the option of MMEF X, and (iii) 193,761 shares of Class B Common Stock held by MEF X, which may be converted into Class A Common Stock at a 1:1 ratio at the option of MEF X. MVM-X serves as the sole general partner of Menlo X, MMEF X and MEF X and the managing members of MVM-X commonly control Menlo X, MMEF X and MEF X. The managing members of MVM-X are STC, HDM, DCC, JWJ and MAS. As such, MVM-X possesses power to direct the voting and disposition of the shares owned by Menlo X, MMEF X and MEF X and may be deemed to have indirect beneficial ownership of the shares held by Menlo X, MMEF X and MEF X. MVM-X owns no securities of the Issuer directly. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 97,824,894 shares of Common Stock (18,106,218 shares of Class A Common Stock and 79,718,676 shares of Class B Common Stock) as of November 3, 2017, as reported on the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed with the SEC on November 9, 2017. |
| (4) | The Class A Common Stock beneficial ownership percentage is based on 18,106,218 shares of the Issuers Class A Common Stock outstanding as of November 3, 2017, as reported on the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed with the SEC on November 9, 2017, 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 28.7% 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
0 | ||||
| 6. | Shared Voting Power
23,388,668 (2) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
23,388,668 (2) | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
23,388,668 (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)
23.9% of Common Stock (56.4% 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. |
| (2) | Consists of (i) 22,795,982 shares of Class B Common Stock held by Menlo X, which may be converted into Class A Common Stock at a 1:1 ratio at the option of Menlo X, (ii) 398,925 shares of Class B Common Stock held by MMEF X, which may be converted into Class A Common Stock at a 1:1 ratio at the option of MMEF X, and (iii) 193,761 shares of Class B Common Stock held by MEF X, which may be converted into Class A Common Stock at a 1:1 ratio at the option of MEF X. MVM-X serves as the sole general partner of Menlo X, MMEF X and MEF X and the managing members of MVM-X commonly control Menlo X, MMEF X and MEF X. The managing members of MVM-X are STC, HDM, DCC, JWJ and MAS. As such, MVM-X possesses power to direct the voting and disposition of the shares owned by Menlo X, MMEF X and MEF X and may be deemed to have indirect beneficial ownership of the shares held by Menlo X, MMEF X and MEF X. MVM-X owns no securities of the Issuer directly. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 97,824,894 shares of Common Stock (18,106,218 shares of Class A Common Stock and 79,718,676 shares of Class B Common Stock) as of November 3, 2017, as reported on the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed with the SEC on November 9, 2017. |
| (4) | The Class A Common Stock beneficial ownership percentage is based on 18,106,218 shares of the Issuers Class A Common Stock outstanding as of November 3, 2017, as reported on the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed with the SEC on November 9, 2017, 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 28.7% 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
23,388,668 (2) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
23,388,668 (2) | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
23,388,668 (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)
23.9% of Common Stock (56.4% 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. |
| (2) | Consists of (i) 22,795,982 shares of Class B Common Stock held by Menlo X, which may be converted into Class A Common Stock at a 1:1 ratio at the option of Menlo X, (ii) 398,925 shares of Class B Common Stock held by MMEF X, which may be converted into Class A Common Stock at a 1:1 ratio at the option of MMEF X, and (iii) 193,761 shares of Class B Common Stock held by MEF X, which may be converted into Class A Common Stock at a 1:1 ratio at the option of MEF X. MVM-X serves as the sole general partner of Menlo X, MMEF X and MEF X and the managing members of MVM-X commonly control Menlo X, MMEF X and MEF X. The managing members of MVM-X are STC, HDM, DCC, JWJ and MAS. As such, MVM-X possesses power to direct the voting and disposition of the shares owned by Menlo X, MMEF X and MEF X and may be deemed to have indirect beneficial ownership of the shares held by Menlo X, MMEF X and MEF X. MVM-X owns no securities of the Issuer directly. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 97,824,894 shares of Common Stock (18,106,218 shares of Class A Common Stock and 79,718,676 shares of Class B Common Stock) as of November 3, 2017, as reported on the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed with the SEC on November 9, 2017. |
| (4) | The Class A Common Stock beneficial ownership percentage is based on 18,106,218 shares of the Issuers Class A Common Stock outstanding as of November 3, 2017, as reported on the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed with the SEC on November 9, 2017, 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 28.7% of the combined voting power of the Issuers Common Stock. |
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
23,388,668 (2) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
23,388,668 (2) | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
23,388,668 (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)
23.9% of Common Stock (56.4% 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. |
| (2) | Consists of (i) 22,795,982 shares of Class B Common Stock held by Menlo X, which may be converted into Class A Common Stock at a 1:1 ratio at the option of Menlo X, (ii) 398,925 shares of Class B Common Stock held by MMEF X, which may be converted into Class A Common Stock at a 1:1 ratio at the option of MMEF X, and (iii) 193,761 shares of Class B Common Stock held by MEF X, which may be converted into Class A Common Stock at a 1:1 ratio at the option of MEF X. MVM-X serves as the sole general partner of Menlo X, MMEF X and MEF X and the managing members of MVM-X commonly control Menlo X, MMEF X and MEF X. The managing members of MVM-X are STC, HDM, DCC, JWJ and MAS. As such, MVM-X possesses power to direct the voting and disposition of the shares owned by Menlo X, MMEF X and MEF X and may be deemed to have indirect beneficial ownership of the shares held by Menlo X, MMEF X and MEF X. MVM-X owns no securities of the Issuer directly. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 97,824,894 shares of Common Stock (18,106,218 shares of Class A Common Stock and 79,718,676 shares of Class B Common Stock) as of November 3, 2017, as reported on the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed with the SEC on November 9, 2017. |
| (4) | The Class A Common Stock beneficial ownership percentage is based on 18,106,218 shares of the Issuers Class A Common Stock outstanding as of November 3, 2017, as reported on the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed with the SEC on November 9, 2017, 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 28.7% of the combined voting power of the Issuers Common Stock. |
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| 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
23,388,668 (2) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
23,388,668 (2) | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
23,388,668 (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)
23.9% of Common Stock (56.4% 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. |
| (2) | Consists of (i) 22,795,982 shares of Class B Common Stock held by Menlo X, which may be converted into Class A Common Stock at a 1:1 ratio at the option of Menlo X, (ii) 398,925 shares of Class B Common Stock held by MMEF X, which may be converted into Class A Common Stock at a 1:1 ratio at the option of MMEF X, and (iii) 193,761 shares of Class B Common Stock held by MEF X, which may be converted into Class A Common Stock at a 1:1 ratio at the option of MEF X. MVM-X serves as the sole general partner of Menlo X, MMEF X and MEF X and the managing members of MVM-X commonly control Menlo X, MMEF X and MEF X. The managing members of MVM-X are STC, HDM, DCC, JWJ and MAS. As such, MVM-X possesses power to direct the voting and disposition of the shares owned by Menlo X, MMEF X and MEF X and may be deemed to have indirect beneficial ownership of the shares held by Menlo X, MMEF X and MEF X. MVM-X owns no securities of the Issuer directly. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 97,824,894 shares of Common Stock (18,106,218 shares of Class A Common Stock and 79,718,676 shares of Class B Common Stock) as of November 3, 2017, as reported on the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed with the SEC on November 9, 2017. |
| (4) | The Class A Common Stock beneficial ownership percentage is based on 18,106,218 shares of the Issuers Class A Common Stock outstanding as of November 3, 2017, as reported on the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed with the SEC on November 9, 2017, 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 28.7% of the combined voting power of the Issuers Common Stock. |
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| 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
| 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, 2017: |
Page 11
| Reporting Persons | Shares Held Directly (1) | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Beneficial Ownership | Percentage of Class (3, 4) | |||||||||||||||||||||
| MV X | 22,795,982 | 0 | 23,388,668 | 0 | 23,388,668 | 23,388,668 | | 23.9% of Common Stock (56.4% of Class A Common Stock) | | |||||||||||||||||||
| MEF X | 193,761 | 0 | 23,388,668 | 0 | 23,388,668 | 23,388,668 | | 23.9% of Common Stock (56.4% of Class A Common Stock) | | |||||||||||||||||||
| MMEF X | 398,925 | 0 | 23,388,668 | 0 | 23,388,668 | 23,388,668 | | 23.9% of Common Stock (56.4% of Class A Common Stock) | | |||||||||||||||||||
| MVM X (2) | 0 | 0 | 23,388,668 | 0 | 23,388,668 | 23,388,668 | | 23.9% of Common Stock (56.4% of Class A Common Stock) | | |||||||||||||||||||
| HDM (2) | 0 | 0 | 23,388,668 | 0 | 23,388,668 | 23,388,668 | | 23.9% of Common Stock (56.4% of Class A Common Stock) | | |||||||||||||||||||
| DCC (2) | 0 | 0 | 23,388,668 | 0 | 23,388,668 | 23,388,668 | | 23.9% of Common Stock (56.4% of Class A Common Stock) | | |||||||||||||||||||
| JWJ (2) | 0 | 0 | 23,388,668 | 0 | 23,388,668 | 23,388,668 | | 23.9% of Common Stock (56.4% of Class A Common Stock) | | |||||||||||||||||||
| MAS (2) | 0 | 0 | 23,388,668 | 0 | 23,388,668 | 23,388,668 | | 23.9% of Common Stock (56.4% of Class A Common Stock) | | |||||||||||||||||||
| STC (2) | 0 | 0 | 23,388,668 | 0 | 23,388,668 | 23,388,668 | | 23.9% of Common Stock (56.4% of Class A Common Stock) | | |||||||||||||||||||
| (1) | Represents the number of shares of Common Stock held by the Reporting Persons. |
| (2) | MVM-X serves as the sole general partner of Menlo X, MMEF X and MEF X and the managing members of MVM-X commonly control Menlo X, MMEF X and MEF X. The managing members of MVM-X are STC, HDM, DCC, JWJ and MAS. As such, MVM-X possesses power to direct the voting and disposition of the shares owned by Menlo X, MMEF X and MEF X and may be deemed to have indirect beneficial ownership of the shares held by Menlo X, MMEF X and MEF X. MVM-X owns no securities of the Issuer directly. |
| (3) | The Common Stock beneficial ownership percentage is based on a total of 97,824,894 shares of Common Stock (18,106,218 shares of Class A Common Stock and 79,718,676 shares of Class B Common Stock) as of November 3, 2017, as reported on the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed with the SEC on November 9, 2017. |
| (4) | The Class A Common Stock beneficial ownership percentage is based on 18,106,218 shares of the Issuers Class A Common Stock outstanding as of November 3, 2017, as reported on the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed with the SEC on November 9, 2017, 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. |
| 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
Page 12
| 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 13
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 12, 2018 | |||
| 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 14