FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

CAROLAN SHAWN T
2. Issuer Name and Ticker or Trading Symbol

ROKU, INC [ ROKU ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

2884 SAND HILL ROAD, SUITE 100
3. Date of Earliest Transaction (MM/DD/YYYY)

10/2/2017
(Street)

MENLO PARK, CA 94025
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock   10/2/2017     C    6900000   A   (1) 6900000   I   See Footnote   (2) (3)
Class A Common Stock   10/2/2017     S    6900000   D $14.00   0   I   See Footnote   (2) (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock     (4) 10/2/2017     C         3029159      (4)   (4) Class B Common Stock   3029159   $0.00   0   I   See Footnote   (2) (5)
Series B Preferred Stock     (4) 10/2/2017     C         6396068      (4)   (4) Class B Common Stock   6396068   $0.00   0   I   See Footnote   (2) (6)
Series C-1 Preferred Stock     (4) 10/2/2017     C         9240558      (4)   (4) Class B Common Stock   9240558   $0.00   0   I   See Footnote   (2) (7)
Series C-2 Preferred Stock     (4) 10/2/2017     C         7700466      (4)   (4) Class B Common Stock   7700466   $0.00   0   I   See Footnote   (2) (8)
Series D Preferred Stock     (4) 10/2/2017     C         829220      (4)   (4) Class B Common Stock   829220   $0.00   0   I   See Footnote   (2) (9)
Series E Preferred Stock     (4) 10/2/2017     C         1804332      (4)   (4) Class B Common Stock   1804332   $0.00   0   I   See Footnote   (2) (10)
Series G Preferred Stock     (4) 10/2/2017     C         897745      (4)   (4) Class B Common Stock   897745   $0.00   0   I   See Footnote   (2) (11)
Series H Preferred Stock     (4) 10/2/2017     C         327032      (4)   (4) Class B Common Stock   327032   $0.00   0   I   See Footnote   (2) (12)
Class B Common Stock     (1) 10/2/2017     C      30224580         (1)   (1) Class A Common Stock   30224580   $0.00   30288668   I   See Footnote   (2) (13)
Class B Common Stock     (1) 10/2/2017     C         6900000      (1)   (1) Class A Common Stock   6900000   $0.00   23388668   I   See Footnote   (2) (14)

Explanation of Responses:
(1)  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.
(2)  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., MMEF X, 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 disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.
(3)  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.
(4)  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.
(5)  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.
(6)  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.
(7)  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.
(8)  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.
(9)  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.
(10)  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.
(11)  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.
(12)  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.
(13)  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) 250,925 shares held by Entrepreneurs Fund X, L.P.
(14)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
CAROLAN SHAWN T
2884 SAND HILL ROAD, SUITE 100
MENLO PARK, CA 94025
X X


Signatures
/s/ Seth Gottlieb, attorney-in-fact 10/2/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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