SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
CAROLAN SHAWN T

(Last) (First) (Middle)
2884 SAND HILL ROAD, SUITE 100

(Street)
MENLO PARK CA 94025

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ROKU, INC [ ROKU ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/11/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 05/11/2018 J(2) 4,500,000 D (2) 14,588,668 I See footnote(1)(3)
Class A Common Stock 05/11/2018 J(4) 1,115,179 A (4) 1,115,179 I See footnote(1)(5)
Class A Common Stock 05/11/2018 J(6) 1,115,179 D (6) 0 I See footnote(1)(6)
Class A Common Stock 05/11/2018 J(7) 61,046 A (7) 119,278 I By Shawn T. Carolan and Jennifer M. Carolan, Trustees of the Carolan Family Trust Dated Nov 4, 2010
Class A Common Stock 05/15/2018 G 31,900 D (8) 87,378 I By Shawn T. Carolan and Jennifer M. Carolan, Trustees of the Carolan Family Trust Dated Nov 4, 2010
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. MV Management X, L.L.C. ("MVM-X") is the sole general partner of Menlo Ventures X, L.P. ("Menlo X"), MMEF X, L.P. ("MMEF X") and Menlo Entrepreneurs Fund X, L.P. ("MEF X" and, collectively with Menlo X and MMEF X, the "Menlo Funds"). MVM-X exercises voting and dispositive power over the shares held by each of the Menlo Funds. The Reporting Person disclaims beneficial ownership of the shares reported herein as held by the Menlo Funds and MVM-X, except to the extent of his proportionate pecuniary interest therein.
2. Represents a pro rata in kind distribution of shares of Class A Common Stock, without consideration, by each of Menlo X, MMEF X and MEF X to their respective partners, including their general partner, MVM-X. The shares were distributed as follows: (i) 4,385,966 shares by Menlo X, (ii) 76,754 shares by MMEF X, and (iii) 37,280 shares by MEF X.
3. Following the distributions described in footnote (2), these shares are held as follows: (i) 14,218,981 shares by Menlo X, (ii) 248,829 shares by MMEF X, and (iii) 120,858 shares by MEF X.
4. Represents the receipt of shares by MVM-X in the distributions described in greater detail in footnote (2).
5. Shares are held by MVM-X.
6. Represents a pro-rata in-kind distribution of shares of Class A Common Stock by MVM-X, without consideration, to its members.
7. Represents a change in the form of ownership from one form of indirect ownership to another by virtue of the receipt of (i) 60,822 shares in the pro rata in kind distribution of Class A Common Stock of the Issuer by MVM-X described in footnote (6), and (ii) 224 shares in the pro rata in kind distribution of Class A Common Stock of the Issuer by MMEF X described in footnote (2). The shares are held by the Shawn T. Carolan and Jennifer M. Carolan, Trustees of the Carolan Family Trust Dated November 4, 2010 (the "Trust"). The Reporting Person is a trustee of the Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Trust except to the extent of his proportionate pecuniary interest therein.
8. Carolan made a bona fide gift of 31,900 shares of Class A Common Stock in the form of a charitable donation.
Remarks:
/s/ Shawn T. Carolan 05/15/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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