Statement of Ownership (sc 13g)
February 12 2018 - 5:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
W
ASHINGTON
, D.C. 20549
SCHEDULE 13G
U
NDER
THE
S
ECURITIES
E
XCHANGE
A
CT
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)
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*
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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 the disclosures provided in a prior cover page.
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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).
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1.
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Name of
Reporting Persons
Menlo Ventures X, L.P.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
23,388,668 (2)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
23,388,668 (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
23,388,668 (2)
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented by
Amount in Row (9)
23.9% of Common Stock (56.4% of Class A Common Stock)
(3)(4)(5)
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12.
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Type of Reporting Person (See
Instructions)
PN
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(1)
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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.
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(2)
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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.
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(3)
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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 Issuer’s Quarterly Report on Form
10-Q
for the quarter ended September 30, 2017, filed with the SEC on November 9, 2017.
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(4)
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The Class A Common Stock beneficial ownership percentage is based on 18,106,218 shares of the Issuer’s Class A Common Stock outstanding as of November 3, 2017, as reported on the Issuer’s
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 Issuer’s 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.
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(5)
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The shares held by the Reporting Persons represent 28.7% of the combined voting power of the Issuer’s Common Stock.
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Page 2
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1.
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Name of
Reporting Persons
Menlo Entrepreneurs Fund X, L.P.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
23,388,668 (2)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
23,388,668 (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
23,388,668 (2)
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
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11.
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Percent of Class Represented by
Amount in Row (9)
23.9% of Common Stock (56.4% of Class A Common Stock)
(3)(4)(5)
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12.
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Type of Reporting Person (See
Instructions)
PN
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(1)
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This statement on Schedule 13G is filed by the Reporting Persons.
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(2)
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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.
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(3)
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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 Issuer’s Quarterly Report on Form
10-Q
for the quarter ended September 30, 2017, filed with the SEC on November 9, 2017.
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(4)
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The Class A Common Stock beneficial ownership percentage is based on 18,106,218 shares of the Issuer’s Class A Common Stock outstanding as of November 3, 2017, as reported on the Issuer’s
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 Issuer’s 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.
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(5)
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The shares held by the Reporting Persons represent 28.7% of the combined voting power of the Issuer’s Common Stock.
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Page 3
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1.
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Name of
Reporting Persons
MMEF X, L.P.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
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5.
|
|
Sole Voting Power
0
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6.
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Shared Voting Power
23,388,668 (2)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
23,388,668 (2)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
23,388,668 (2)
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10.
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Check if the Aggregate Amount in Row
(9) Excludes Certain Shares (See Instructions)
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|
11.
|
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Percent of Class Represented by
Amount in Row (9)
23.9% of Common Stock (56.4% of Class A Common Stock)
(3)(4)(5)
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12.
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Type of Reporting Person (See
Instructions)
PN
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(1)
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This statement on Schedule 13G is filed by the Reporting Persons.
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(2)
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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.
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(3)
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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 Issuer’s 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 Issuer’s Class A Common Stock outstanding as of November 3, 2017, as reported on the Issuer’s
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 Issuer’s 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.
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(5)
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The shares held by the Reporting Persons represent 28.7% of the combined voting power of the Issuer’s Common Stock.
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Page 4
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1.
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Name of
Reporting Persons
MV Management X, L.L.C.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of
Organization
Delaware
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|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
|
5.
|
|
Sole Voting Power
0
|
|
|
6.
|
|
Shared Voting Power
23,388,668 (2)
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7.
|
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Sole Dispositive Power
0
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|
8.
|
|
Shared Dispositive Power
23,388,668 (2)
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9.
|
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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.
|
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Type of Reporting Person (See
Instructions)
CO
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(1)
|
This statement on Schedule 13G is filed by the Reporting Persons.
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(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 Issuer’s 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 Issuer’s Class A Common Stock outstanding as of November 3, 2017, as reported on the Issuer’s
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 Issuer’s 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 Issuer’s Common Stock.
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Page 5
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1.
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Name of
Reporting Persons
Henry D. Montgomery
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☐
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of
Organization
United States
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|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With:
|
|
5.
|
|
Sole Voting Power
0
|
|
|
6.
|
|
Shared Voting Power
23,388,668 (2)
|
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|
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
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(1)
|
This statement on Schedule 13G is filed by the Reporting Persons.
|
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(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 Issuer’s 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 Issuer’s Class A Common Stock outstanding as of November 3, 2017, as reported on the Issuer’s
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 Issuer’s 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 Issuer’s Common Stock.
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Page 6
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1.
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Name of
Reporting Persons
Douglas C. Carlisle
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|
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 Issuer’s 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 Issuer’s Class A Common Stock outstanding as of November 3, 2017, as reported on the Issuer’s
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 Issuer’s 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 Issuer’s Common Stock.
|
Page 7
|
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|
|
|
|
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|
|
1.
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|
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 Issuer’s 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 Issuer’s Class A Common Stock outstanding as of November 3, 2017, as reported on the Issuer’s
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 Issuer’s 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 Issuer’s Common Stock.
|
Page 8
|
|
|
|
|
|
|
|
|
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 Issuer’s 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 Issuer’s Class A Common Stock outstanding as of November 3, 2017, as reported on the Issuer’s
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 Issuer’s 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 Issuer’s Common Stock.
|
Page 9
|
|
|
|
|
|
|
|
|
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 Issuer’s 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 Issuer’s Class A Common Stock outstanding as of November 3, 2017, as reported on the Issuer’s
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 Issuer’s 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 Issuer’s Common Stock.
|
Page 10
|
|
(a)
|
Name of Issuer: Roku, Inc.
|
|
|
(b)
|
Address of Issuer’s Principal Executive Offices: 150 Winchester Circle, Los Gatos, California 95032
|
|
|
(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
|
|
|
|
|
|
|
|
|
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 Issuer’s 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 Issuer’s Class A Common Stock outstanding as of November 3, 2017, as reported on the Issuer’s
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 Issuer’s 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
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
|
|
|
|
M
ENLO
V
ENTURES
X, L.P.
|
|
By:
|
|
MV Management X, L.L.C., its general partner
|
|
|
|
|
|
|
|
By:
|
|
/s/ Mark A. Siegel
|
|
|
|
|
|
Mark A. Siegel
|
|
|
|
|
|
Managing Member
|
|
|
|
M
ENLO
E
NTREPRENEURS
F
UND
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 M
ANAGEMENT
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
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