SC 13G

 

 

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 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.

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 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 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 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 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 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 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 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 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 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 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 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


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 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


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 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


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 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


Item 1.

 

  (a) Name of Issuer: Roku, Inc.

 

  (b) Address of Issuer’s 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 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

 

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

EX-99.1

EXHIBIT 99.1

AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of the shares of Common Stock of Roku, Inc.

 

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