Statement of Ownership (sc 13g)
October 10 2019 - 9:09AM
Edgar (US Regulatory)
UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
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(Rule 13d-102)
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Information Statement Pursuant to Rules 13d-1 and 13d-2
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Under the Securities Exchange Act of 1934
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(Amendment No. )*
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Roku, Inc.
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(Name of Issuer)
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Common stock, par value $0.0001 per share
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(Title of Class of Securities)
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77543R102
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(CUSIP Number)
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October 1, 2019
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Date of Event Which Requires Filing of the Statement
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Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 77543R102
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13G
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Page 2 of 14 Pages
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1.
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel Advisors LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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
9 shares
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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
See Row 6 above
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES
CERTAIN SHARES ¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%1
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12.
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TYPE OF REPORTING PERSON
IA; OO; HC
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1
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The percentages reported in this Schedule 13G are based upon 85,421,696 shares of common stock outstanding as of July 31, 2019 (according to the issuer's Form 10-Q as filed with the Securities and Exchange Commission on August 9, 2019).
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CUSIP No. 77543R102
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13G
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Page
3 of 14 Pages
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1.
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel Advisors Holdings LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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
|
6.
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SHARED VOTING POWER
9 shares
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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
See Row 6 above
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES
CERTAIN SHARES ¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
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12.
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TYPE OF REPORTING PERSON
PN; HC
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CUSIP No. 77543R102
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13G
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Page
4 of 14 Pages
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1.
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel GP LLC
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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
9 shares
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7.
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SOLE DISPOSITIVE POWER
0
|
8.
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SHARED DISPOSITIVE POWER
See Row 6 above.
|
9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES
CERTAIN SHARES ¨
|
11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Less than 0.1%
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12.
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TYPE OF REPORTING PERSON
OO; HC
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CUSIP No. 77543R102
|
13G
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Page 5 of 14 Pages
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1.
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel Securities LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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.
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SHARED VOTING POWER
3,977,731 shares
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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
See Row 6 above.
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9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
|
10.
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CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES
CERTAIN SHARES
¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.7%
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12.
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TYPE OF REPORTING PERSON
BD, OO
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CUSIP No. 77543R102
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13G
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Page 6 of 14 Pages
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1.
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CALC IV LP
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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
4,246,201 shares
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
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SHARED DISPOSITIVE POWER
See Row 6 above.
|
9.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES
CERTAIN SHARES
¨
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11.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0%
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12.
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TYPE OF REPORTING PERSON
PN; HC
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CUSIP No. 77543R102
|
13G
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Page 7 of 14 Pages
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1.
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Citadel Securities GP LLC
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(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
4,246,201 shares
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
See Row 6 above.
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above.
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES
CERTAIN SHARES
¨
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0%
|
12.
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TYPE OF REPORTING PERSON
OO; HC
|
CUSIP No. 77543R102
|
13G
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Page
8 of 14 Pages
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1.
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NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kenneth Griffin
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨
|
3.
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SEC USE ONLY
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
U.S. Citizen
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE VOTING POWER
0
|
6.
|
SHARED VOTING POWER
4,246,210 shares
|
7.
|
SOLE DISPOSITIVE POWER
0
|
8.
|
SHARED DISPOSITIVE POWER
See Row 6 above
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Row 6 above
|
10.
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES
CERTAIN SHARES
¨
|
11.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0%
|
12.
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TYPE OF REPORTING PERSON
IN; HC
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CUSIP No. 77543R102
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13G
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Page 9 of 14 Pages
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Roku, Inc.
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Item 1(b)
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Address of Issuer’s Principal Executive Offices
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150 Winchester Circle, Los Gatos, California 95032
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Item 2(a)
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Name of Person Filing
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This Schedule 13G is being jointly filed by Citadel Advisors LLC (“Citadel Advisors”), Citadel
Advisors Holdings LP (“CAH”), Citadel GP LLC (“CGP”), Citadel Securities LLC (“Citadel Securities”),
CALC IV LP (“CALC4”), Citadel Securities GP LLC (“CSGP”) and Mr. Kenneth Griffin (collectively with Citadel
Advisors, CAH, CGP, Citadel Securities, CALC4 and CSGP, the “Reporting Persons”) with respect to shares of common stock
(and options to purchase common stock) of the above-named issuer owned by Citadel Global Equities Master Fund Ltd., a Cayman Islands
limited company (“CG”), Citadel Multi-Strategy Equities Master Fund Ltd., a Cayman Islands limited company (“CM”),
Citadel Securities and CRBU Holdings LLC, a Delaware limited liability company (“CRBH”).
Citadel Advisors is the portfolio manager for CG and CM. CAH is the sole member of Citadel Advisors. CGP
is the general partner of CAH. CALC4 is the non-member manager of Citadel Securities and CRBH. CSGP is the general partner of CALC4.
Mr. Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest in CGP and CSGP.
The filing of this statement shall not be construed as an admission that any of the Reporting Persons
is the beneficial owner of any securities covered by the statement other than the securities actually owned by such person (if
any).
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Item 2(b)
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Address of Principal Business Office
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The address of the principal business office of each of the Reporting Persons is 131 S. Dearborn Street,
32nd Floor, Chicago, Illinois 60603.
Each of Citadel Advisors, CGP, Citadel Securities and CSGP is organized as a limited liability company
under the laws of the State of Delaware. Each of CALC4 and CAH is organized as a limited partnership under the laws of the State
of Delaware. Mr. Griffin is a U.S. citizen.
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Item 2(d)
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Title of Class of Securities
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Common stock, par value $0.0001 per share
77543R102
CUSIP No. 77543R102
|
13G
|
Page 10 of 14 Pages
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Item 3
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the
person filing is a:
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(a)
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¨
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Broker or dealer registered under Section 15 of the Exchange Act;
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(b)
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¨
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Bank as defined in Section 3(a)(6) of the Exchange Act;
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(c)
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¨
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Insurance company as defined in Section 3(a)(19) of the Exchange Act;
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(d)
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¨
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Investment company registered under Section 8 of the Investment Company Act;
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(e)
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¨
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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¨
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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¨
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A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
|
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(h)
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¨
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
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(i)
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¨
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j)
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¨
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A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
|
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(k)
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¨
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: ____________.
CUSIP No. 77543R102
|
13G
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Page
11 of 14 Pages
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(a)
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Citadel Advisors may be deemed to beneficially own 9 shares of common stock.
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(b)
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The number of shares Citadel Advisors may be deemed to beneficially own constitutes less than 0.1% of the common stock outstanding.
|
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(c)
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Number of shares as to which such person has:
|
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(i)
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sole power to vote or to direct the vote: 0
|
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(ii)
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shared power to vote or to direct the vote: 9
|
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(iii)
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sole power to dispose or to direct the disposition of: 0
|
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(iv)
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shared power to dispose or to direct the disposition of: 9
|
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B.
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Citadel Advisors Holdings LP and Citadel GP LLC
|
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(a)
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Each of Citadel Advisors Holdings LP and Citadel GP LLC may be deemed to beneficially own 9 shares of common stock.
|
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(b)
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The number of shares each of Citadel
Advisors Holdings LP and Citadel GP LLC may be deemed to beneficially own constitutes
less than 0.1% of the common stock outstanding.
|
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(c)
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Number of shares as to which such person has:
|
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(i)
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sole power to vote or to direct the vote: 0
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(ii)
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shared power to vote or to direct the vote: 9
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(iii)
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sole power to dispose or to direct the disposition of: 0
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(iv)
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shared power to dispose or to direct the disposition of: 9
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C.
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Citadel Securities LLC
|
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(a)
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Citadel Securities LLC may be deemed to beneficially own 3,977,731 shares of common stock.
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(b)
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The number of shares that each of Citadel Securities LLC may be deemed to beneficially own constitutes approximately 4.7% of the common stock outstanding.
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CUSIP No. 77543R102
|
13G
|
Page
12 of 14 Pages
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(c)
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Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: 0
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(ii)
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shared power to vote or to direct the vote: 3,977,731
|
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(iii)
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sole power to dispose or to direct the disposition of: 0
|
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(iv)
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shared power to dispose or to direct the disposition of: 3,977,731
|
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D.
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CALC IV LP and Citadel Securities GP LLC
|
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(a)
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Each of CALC IV LP and Citadel Securities GP LLC may be deemed to beneficially own 4,246,201 shares of common
stock.
|
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(b)
|
The number of shares that each of CALC IV LP and Citadel Securities GP LLC may be deemed to beneficially
own constitutes approximately 5.0% of the common stock outstanding.
|
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(c)
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Number of shares as to which such person has:
|
|
(i)
|
sole power to vote or to direct the vote: 0
|
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(ii)
|
shared power to vote or to direct the vote: 4,246,201
|
|
(iii)
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sole power to dispose or to direct the disposition of: 0
|
|
(iv)
|
shared power to dispose or to direct the disposition of: 4,246,201
|
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(a)
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Mr. Griffin may be deemed to beneficially own 4,246,210 shares of common stock.
|
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(b)
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The number of shares that Mr. Griffin may be deemed to beneficially own constitutes approximately 5.0%
of the common stock outstanding.
|
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(c)
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Number of shares as to which such person has:
|
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(i)
|
sole power to vote or to direct the vote: 0
|
|
(ii)
|
shared power to vote or to direct the vote: 4,246,210
|
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(iii)
|
sole power to dispose or to direct the disposition of: 0
|
|
(iv)
|
shared power to dispose or to direct the disposition of: 4,246,210
|
CUSIP No. 77543R102
|
13G
|
Page 13 of 14 Pages
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Item 5
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Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the following ¨.
|
|
Item 6
|
Ownership of More than Five Percent on Behalf of Another Person
|
Not Applicable
|
Item 7
|
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding
Company
|
See Item 2 above
|
Item 8
|
Identification and Classification of Members of the Group
|
Not Applicable
|
Item 9
|
Notice of Dissolution of Group
|
Not Applicable
|
Item 10
|
Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
|
CUSIP No. 77543R102
|
13G
|
Page 14 of 14 Pages
|
After reasonable inquiry
and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated this 10th day of October, 2019.
CITADEL SECURITIES LLC
|
|
CITADEL ADVISORS LLC
|
|
|
|
By:
|
/s/ Guy Miller
|
|
By:
|
/s/ David Glockner
|
|
Guy Miller, Authorized Signatory
|
|
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David Glockner, Authorized Signatory
|
|
|
|
|
|
|
CALC IV LP
|
|
CITADEL ADVISORS HOLDINGS LP
|
|
|
|
By:
|
/s/ Guy Miller
|
|
By:
|
/s/ David Glockner
|
|
Guy Miller, Authorized Signatory
|
|
|
David Glockner, Authorized Signatory
|
|
|
|
|
|
|
CITADEL SECURITIES GP LLC
|
|
CITADEL GP LLC
|
|
|
|
By:
|
/s/ Guy Miller
|
|
By:
|
/s/ David Glockner
|
|
Guy Miller, Authorized Signatory
|
|
|
David Glockner, Authorized Signatory
|
|
|
|
|
|
|
|
|
KENNETH GRIFFIN
|
|
|
|
|
|
By:
|
/s/ David Glockner
|
|
|
|
David Glockner, attorney-in-fact*
|
|
*
|
David Glockner is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed
with the Securities and Exchange Commission, and hereby incorporated by reference herein. The power of attorney was filed as an
attachment to a filing by Citadel Advisors LLC on Schedule 13G for Roku, Inc. on January 17, 2018.
|
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