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Filing Details

Accession Number:: 0001209191-17-054761
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-10-02 19:18:38
Reporting Period:: 2017-10-02

Accepted Time:: 2017-10-02 19:18:38
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1428439	Roku Inc	ROKU	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1376066	T Shawn Carolan	2884 Sand Hill Road, Suite 100 Menlo Park CA 94025		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2017-10-02	6,900,000	$0.00	6,900,000	No	4	C	Indirect	See Footnote
Class A Common Stock	Disposition	2017-10-02	6,900,000	$14.00	0	No	4	S	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Footnote
No	4	S	Indirect	See Footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class B Common Stock	Series A Preferred Stock	Disposition	2017-10-02	3,029,159	$0.00	3,029,159	$0.00
Class B Common Stock	Series B Preferred Stock	Disposition	2017-10-02	6,396,068	$0.00	6,396,068	$0.00
Class B Common Stock	Series C-1 Preferred Stock	Disposition	2017-10-02	9,240,558	$0.00	9,240,558	$0.00
Class B Common Stock	Series C-2 Preferred Stock	Disposition	2017-10-02	7,700,466	$0.00	7,700,466	$0.00
Class B Common Stock	Series D Preferred Stock	Disposition	2017-10-02	829,220	$0.00	829,220	$0.00
Class B Common Stock	Series E Preferred Stock	Disposition	2017-10-02	1,804,332	$0.00	1,804,332	$0.00
Class B Common Stock	Series G Preferred Stock	Disposition	2017-10-02	897,745	$0.00	897,745	$0.00
Class B Common Stock	Series H Preferred Stock	Disposition	2017-10-02	327,032	$0.00	327,032	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2017-10-02	30,224,580	$0.00	30,224,580	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2017-10-02	6,900,000	$0.00	6,900,000	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect
30,288,668	No	4	C	Indirect
23,388,668	No	4	C	Indirect

Footnotes

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. The Class B Common Stock will convert automatically into 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.
Mr. Carolan does not own shares in his individual capacity. MV Management X, L.L.C. is the general partner of Menlo Ventures X, L.P., MMEFX, L.P., and Menlo Entrepreneurs Fund X, L.P. (collectively, the "Menlo Funds"). Mr. Carolan is a managing member of MV Management X,L.L.C. and may be deemed to have shared voting and investment power over the shares held by the Menlo Funds. Mr. Carolan disclaimsbeneficial ownership of such shares, except to the extent of his pecuniary interest therein.
These shares consist of (i) 6,725,146 shares held by Menlo Ventures X, L.P., (ii) 117,690 shares held by MMEF X, L.P., and (iii) 57,164 shares held by Entrepreneurs Fund X, L.P.
The preferred stock automatically converted into Class B common stock on a 1-to-1 basis immediately upon closing of the initial public offering of the Issuer and has no expiration date.
These shares consist of (i) 2,952,398 shares held by Menlo Ventures X, L.P., (ii) 51,666 shares held by MMEF X, L.P., and (iii) 25,095 shares held by Entrepreneurs Fund X, L.P.
These shares consist of (i) 6,233,986 shares held by Menlo Ventures X, L.P., (ii) 109,094 shares held by MMEF X, L.P., and (iii) 52,988 shares held by Entrepreneurs Fund X, L.P.
These shares consist of (i) 9,006,393 shares held by Menlo Ventures X, L.P., (ii) 157,611 shares held by MMEF X, L.P., and (iii) 76,554 shares held by Entrepreneurs Fund X, L.P.
These shares consist of (i) 7,505,328 shares held by Menlo Ventures X, L.P., (ii) 131,343 shares held by MMEF X, L.P., and (iii) 63,795 shares held by Entrepreneurs Fund X, L.P.
These shares consist of (i) 808,208 shares held by Menlo Ventures X, L.P., (ii) 14,143 shares held by MMEF X, L.P., and (iii) 6,869 shares held by Entrepreneurs Fund X, L.P.
These shares consist of (i) 1,758,610 shares held by Menlo Ventures X, L.P., (ii) 30,775 shares held by MMEF X, L.P., and (iii) 14,947 shares held by Entrepreneurs Fund X, L.P.
These shares consist of (i) 874,996 shares held by Menlo Ventures X, L.P., (ii) 15,312 shares held by MMEF X, L.P., and (iii) 7,437 shares held by Entrepreneurs Fund X, L.P.
These shares consist of (i) 318,745 shares held by Menlo Ventures X, L.P., (ii) 5,578 shares held by MMEF X, L.P., and (iii) 2,709 shares held by Entrepreneurs Fund X, L.P.
These shares consist of (i) 29,521,128 shares held by Menlo Ventures X, L.P., (ii) 516,615 shares held by MMEF X, L.P., and (iii) 250,925shares held by Entrepreneurs Fund X, L.P.
These shares consist of (i) 22,795,982 shares held by Menlo Ventures X, L.P., (ii) 398,925 shares held by MMEF X, L.P., and (iii) 193,761 shares held by Entrepreneurs Fund X, L.P.