Sec Form 13G Filing - Altos Ventures IV L.P. filing for Roblox Corp (RBLX) - 2023-02-14

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b),

(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. 1)*

 

Roblox Corporation

(Name of Issuer)

 

Class A Common Stock, $0.0001 par value

(Title of Class of Securities)

 

771049 10 3

(CUSIP Number)

 

December 31, 2021

(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)

 

xRule 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. 771049 10 3 Page 2 of 21

 

1.

Name of Reporting Persons

 

 Altos Ventures IV, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨

(b) x (1)

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

 

15,501,459 (2)

6.

Shared Voting Power

 

0

7.

Sole Dispositive Power

 

15,501,459 (2)

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

15,501,459 (2)

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

 

11.

Percent of Class Represented by Amount in Row (11)

 

2.8% (3)

12.

Type of Reporting Person (See Instructions)

 

PN

       
(1)This Schedule 13G is filed by Altos Ventures IV, L.P. (“Altos IV”), Altos Ventures IV Liquidity Fund, L.P. (“Altos IV LF”), Altos Roblox SPV 1, LLC (“AR SPV 1”), Altos Roblox SPV 2, LLC (“AR SPV 2”), Altos Ventures IV Reserve Fund, L.P. (“Altos IV RF”), Altos Roblox SPV 2020, LLC (“AR SPV 2020”), Altos Hybrid 2, L.P. (“Altos Hybrid 2”), Altos Hybrid 4, L.P. (“Altos Hybrid 4” and, collectively with Altos IV, Altos IV LF, AR SPV 1, AR SPV 2, Altos IV RF, AR SPV 2020 and Altos Hybrid 2, the “Altos Funds”), Altos Management Partners IV, LLC (“Altos IV GP”), Altos Hybrid 2 GP, LLC (“Altos Hybrid 2 GP”), Altos Hybrid 4, GP, LLC (“Altos Hybrid 4 GP”), Altos Roblox Management Partners, LLC (“Altos Roblox Management”), Altos Roblox 2020 Management Partners, LLC (“AR 2020 Management” and, collectively with Altos IV GP, Altos Hybrid 2 GP, Altos Hybrid 4 GP and Atos Roblox Management, the “General Partners and Managers”), Altos Ventures Management, Inc. (“AVMI”), Anthony P. Lee (“Lee”), Han Kim (“Kim”) and Hodong Nam (“Nam”) (collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)The shares are held directly by Altos IV.

 

(3)The beneficial ownership percentage is based on a total of 549,478,789 shares of Class A Common Stock outstanding as of November 1, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 9, 2022.

 

 

 

 

CUSIP No. 771049 10 3 Page 3 of 21

 

1.

Name of Reporting Persons

 

 Altos Ventures IV Liquidity Fund, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨

(b) x (1)

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

 

27,957,821 (2)

6.

Shared Voting Power

 

0

7.

Sole Dispositive Power

 

27,957,821 (2)

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

27,957,821 (2)

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

 

11.

Percent of Class Re presented by Amount in Row (11)

 

5.1% (3)

12.

Type of Reporting Person (See Instructions)

 

PN

       
(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)The shares are held directly by Altos IV LF.

 

(3)The beneficial ownership percentage is based on a total of 549,478,789 shares of Class A Common Stock outstanding as of November 1, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 9, 2022.

 

 

 

 

CUSIP No. 771049 10 3 Page 4 of 21

 

1.

Name of Reporting Persons

 

 Altos Roblox SPV 1, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨

(b) x (1)

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

 

18,615,712 (2)

6.

Shared Voting Power

 

0

7.

Sole Dispositive Power

 

18,615,712 (2)

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

18,615,712 (2)

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

 

11.

Percent of Class Represented by Amount in Row (11)

 

3.4% (3)

12.

Type of Reporting Person (See Instructions)

 

OO

       
(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)The shares are held directly by AR SPV 1.

 

(3)The beneficial ownership percentage is based on a total of 549,478,789 shares of Class A Common Stock outstanding as of November 1, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 9, 2022.

 

 

 

 

CUSIP No. 771049 10 3 Page 5 of 21

 

1.

Name of Reporting Persons

 

 Altos Roblox SPV 2, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨

(b) x (1)

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

 

2,603,897 (2)

6.

Shared Voting Power

 

0

7.

Sole Dispositive Power

 

2,603,897 (2)

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,603,897 (2)

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

 

11.

Percent of Class Represented by Amount in Row (11)

 

0.5% (3)

12.

Type of Reporting Person (See Instructions)

 

OO

       
(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)The shares are held directly by AR SPV 2.

 

(3)The beneficial ownership percentage is based on a total of 549,478,789 shares of Class A Common Stock outstanding as of November 1, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 9, 2022.

 

 

 

 

CUSIP No. 771049 10 3 Page 6 of 21

 

1.

Name of Reporting Persons

 

 Altos Ventures IV Reserve Fund, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨

(b) x (1)

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

 

581,719 (2)

6.

Shared Voting Power

 

0

7.

Sole Dispositive Power

 

581,719 (2)

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

581,719 (2)

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

 

11.

Percent of Class Represented by Amount in Row (11)

 

0.1% (3)

12.

Type of Reporting Person (See Instructions)

 

PN

       
(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)The shares are held directly by Altos IV RF.

 

(3)The beneficial ownership percentage is based on a total of 549,478,789 shares of Class A Common Stock outstanding as of November 1, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 9, 2022.

 

 

 

 

CUSIP No. 771049 10 3 Page 7 of 21

 

1.

Name of Reporting Persons

 

 Altos Roblox SPV 2020, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨

(b) x (1)

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

 

12,964,964 (2)

6.

Shared Voting Power

 

0

7.

Sole Dispositive Power

 

12,964,964 (2)

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

12,964,964 (2)

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

 

11.

Percent of Class Represented by Amount in Row (11)

 

2.4% (3)

12.

Type of Reporting Person (See Instructions)

 

OO

       
(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)The shares are held directly by AR SPV 2020.

 

(3)The beneficial ownership percentage is based on a total of 549,478,789 shares of Class A Common Stock outstanding as of November 1, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 9, 2022.

 

 

 

 

CUSIP No. 771049 10 3 Page 8 of 21

 

1.

Name of Reporting Persons

 

Altos Hybrid 2, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨

(b) x (1)

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

 

311,014 (2)

6.

Share d Voting Power

 

0

7.

Sole Dispositive Power

 

311,014 (2)

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

311,014 (2)

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

 

11.

Percent of Class Represented by Amount in Row (11)

 

0.1% (3)

12.

Type of Reporting Person (See Instructions)

 

PN

       
(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)The shares are held directly by Altos Hybrid 2.

 

(3)The beneficial ownership percentage is based on a total of 549,478,789 shares of Class A Common Stock outstanding as of November 1, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 9, 2022.

 

 

 

 

CUSIP No. 771049 10 3 Page 9 of 21

 

1.

Name of Reporting Persons

 

 Altos Hybrid 4, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨

(b) x (1)

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

 

111,112 (2)

6.

Shared Voting Power

 

0

7.

Sole Dispositive Power

 

111,112 (2)

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

111,112 (2)

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

 

11.

Percent of Class Represented by Amount in Row (11)

 

0.0% (3)

12.

Type of Reporting Person (See Instructions)

 

PN

       
(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)The shares are held directly by Altos Hybrid 4.

 

(3)The beneficial ownership percentage is based on a total of 549,478,789 shares of Class A Common Stock outstanding as of November 1, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 9, 2022.

 

 

 

 

CUSIP No. 771049 10 3 Page 10 of 21

 

1.

Name of Reporting Persons

 

 Altos Management Partners IV, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨

(b) x (1)

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

 

44,040,999 (2)

6.

Shared Voting Power

 

0

7.

Sole Dispositive Power

 

44,040,999 (2)

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

44,040,999 (2)

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

 

11.

Percent of Class Represented by Amount in Row (11)

 

8.0% (3)

12.

Type of Reporting Person (See Instructions)

 

OO

       
(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)Consists of (i) 15,501,459 shares held directly by Altos IV, (ii) 27,957,821 shares held directly by Altos IV LF, and (iii) 581,719 shares held directly by Altos IV RF. Altos IV GP is the general partner of Altos IV, Altos IV RF and Altos IV LF and has voting and dispositive power with respect to these shares.

 

(3)The beneficial ownership percentage is based on a total of 549,478,789 shares of Class A Common Stock outstanding as of November 1, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 9, 2022.

 

 

 

 

CUSIP No. 771049 10 3 Page 11 of 21

 

1.

Name of Reporting Persons

 

 Altos Hybrid 2, GP, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨

(b) x (1)

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

 

311,014 (2)

6.

Shared Voting Power

 

0

7.

Sole Dispositive Power

 

311,014 (2)

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

311,014 (2)

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

 

11.

Percent of Class Represented by Amount in Row (11)

 

0.1% (3)

12.

Type of Reporting Person (See Instructions)

 

OO

       
(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)Consists of 311,014 shares held directly by Altos Hybrid 2, L.P. Altos Hybrid 2 GP is the general partner of Altos Hybrid 2 and has voting and dispositive power with respect to these shares.

 

(3)The beneficial ownership percentage is based on a total of 549,478,789 shares of Class A Common Stock outstanding as of November 1, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 9, 2022.

 

 

 

 

CUSIP No. 771049 10 3 Page 12 of 21

 

1.

Name of Reporting Persons

 

 Altos Hybrid 4, GP, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨

(b) x (1)

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

 

111,112 (2)

6.

Shared Voting Power

 

0

7.

Sole Dispositive Power

 

111,112 (2)

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

111,112 (2)

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

 

11.

Percent of Class Represented by Amount in Row (11)

 

0.0% (3)

12.

Type of Reporting Person (See Instructions)

 

OO

       
(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)Consists of 111,112 shares held directly by Altos Hybrid 4, L.P. Altos Hybrid 4 GP is the general partner of Altos Hybrid 4 and has voting and dispositive power with respect to these shares.

 

(3)The beneficial ownership percentage is based on a total of 549,478,789 shares of Class A Common Stock outstanding as of November 1, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 9, 2022.

 

 

 

 

CUSIP No. 771049 10 3 Page 13 of 21

 

1.

Name of Reporting Persons

 

 Altos Roblox Management Partners, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨

(b) x (1)

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

 

21,219,609 (2)

6.

Shared Voting Power

 

0

7.

Sole Dispositive Power

 

21,219,609 (2)

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

21,219,609 (2)

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

 

11.

Percent of Class Represented by Amount in Row (11)

 

3.9% (3)

12.

Type of Reporting Person (See Instructions)

 

OO

       
(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)Consists of (i) 18,615,712 shares held directly by AR SPV 1 and (ii) 2,603,897 shares held directly by AR SPV 2. Altos Roblox Management is the manager of each of AR SPV 1 and AR SPV 2 and has voting and dispositive power with respect to these shares.

 

(3)The beneficial ownership percentage is based on a total of 549,478,789 shares of Class A Common Stock outstanding as of November 1, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 9, 2022.

 

 

 

 

CUSIP No. 771049 10 3 Page 14 of 21

 

1.

Name of Reporting Persons

 

Altos Roblox 2020 Management Partners, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨

(b) x (1)

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

 

12,964,964 (2)

6.

Shared Voting Power

 

0

7.

Sole Dispositive Power

 

12,964,964 (2)

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

12,964,964 (2)

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

 

11.

Percent of Class Represented by Amount in Row (11)

 

2.4% (3)

12.

Type of Reporting Person (See Instructions)

 

OO

       
(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)Consists of 12,964,964 shares held directly by AR SPV 2020. AR 2020 Management is the manager of AR SPV 2020 and has voting and dispositive power with respect to these shares.

 

(3)The beneficial ownership percentage is based on a total of 549,478,789 shares of Class A Common Stock outstanding as of November 1, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 9, 2022.

 

 

 

 

CUSIP No. 771049 10 3 Page 15 of 21

  

1.

Name of Reporting Persons

 

Altos Ventures Management, Inc.

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨

(b) x (1)

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

 

24,507 (2)

6.

Shared Voting Power

 

0

7.

Sole Dispositive Power

 

24,507 (2)

8.

Shared Dispositive Power

 

0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

24,507 (2)

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

 

11.

Percent of Class Represented by Amount in Row (11)

 

0.0% (3)

12.

Type of Reporting Person (See Instructions)

 

CO

       
(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)Consists of 24,507 shares held directly by AVMI.

 

(3)The beneficial ownership percentage is based on a total of 549,478,789 shares of Class A Common Stock outstanding as of November 1, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 9, 2022.

 

 

 

 

CUSIP No. 771049 10 3 Page 16 of 21

 

1.

Name of Reporting Persons

 

Anthony P. Lee

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨

(b) x (1)

3.

SEC USE ONLY

 

4.

Citizenship or Place of Organization

 

United States of America

Number of

Shares 

Beneficially

Owned by 

Each

Reporting 

Person With:

 

5.

Sole Voting Power

 

1,698,948

6.

Shared Voting Power

 

78,672,205 (2)

7.

Sole Dispositive Power

 

1,698,948

8.

Shared Voting Power

 

78,672,205 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

80,371,153 (2)

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

 

11.

Percent of Class Represented by Amount in Row (11)

 

14.6% (3)

12.

Type of Reporting Person (See Instructions)

 

IN

       
(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)Includes an aggregate of 78,647,698 shares held directly by the Altos Funds and 24,507 shares held directly by AVMI.. The Reporting Person is a managing member of each of the General Partners and Managers and a member of the Board of Directors of AVM, Inc., and shares voting and dispositive power with respect to these shares.

 

(3)The beneficial ownership percentage is based on a total of 549,478,789 shares of Class A Common Stock outstanding as of November 1, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 9, 2022.

 

 

 

 

CUSIP No. 771049 10 3 Page 17 of 21

 

1.

Name of Reporting Persons

 

Han Kim

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨

(b) x (1)

3.

SEC USE ONLY

 

4.

Citizenship or Place of Organization

 

United States of America

Number of

Shares 

Beneficially

Owned by 

Each

Reporting 

Person With:

 

5.

Sole Voting Power

 

1,778,946

6.

Shared Voting Power

 

78,672,205 (2)

7.

Sole Dispositive Power

 

1,778,946

8.

Shared Voting Power

 

78,672,205 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

80,451,151 (2)

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

 

11.

Percent of Class Represented by Amount in Row (11)

 

14.6% (3)

12.

Type of Reporting Person (See Instructions)

 

IN

       
(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)Includes an aggregate of 78,647,698 shares held directly by the Altos Funds and 24,507 shares held directly by AVMI.. The Reporting Person is a managing member of each of the General Partners and Managers and a member of the Board of Directors of AVM, Inc., and shares voting and dispositive power with respect to these shares.

 

(3)The beneficial ownership percentage is based on a total of 549,478,789 shares of Class A Common Stock outstanding as of November 1, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 9, 2022.

 

 

 

 

CUSIP No. 771049 10 3 Page 18 of 21

 

1.

Name of Reporting Persons

 

Hodong Nam

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨

(b) x (1)

3.

SEC USE ONLY

 

4.

Citizenship or Place of Organization

 

United States of America

Number of

Shares 

Beneficially

Owned by 

Each

Reporting 

Person With:

 

5.

Sole Voting Power

 

1,941,020

6.

Shared Voting Power

 

78,672,205 (2)

7.

Sole Dispositive Power

 

1,941,020

8.

Shared Voting Power

 

78,672,205 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

 

80,613,225 (2)

10.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨

 

11.

Percent of Class Represented by Amount in Row (11)

 

14.7% (3)

12.

Type of Reporting Person (See Instructions)

 

IN

       
(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)Includes an aggregate of 78,647,698 shares held directly by the Altos Funds and 24,507 shares held directly by AVMI.. The Reporting Person is a managing member of each of the General Partners and Managers and a member of the Board of Directors of AVM, Inc., and shares voting and dispositive power with respect to these shares.

 

(3)The beneficial ownership percentage is based on a total of 549,478,789 shares of Class A Common Stock outstanding as of November 1, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission on November 9, 2022.

 

 

 

 

CUSIP No. 771049 10 3 Page 19 of 21

 

Introductory Note: This statement on Schedule 13G is being filed by the Reporting Persons in respect of Class A Common Stock of Roblox Corporation (the “Issuer”).

 

Item 1(a)Name of Issuer

 

Roblox Corporation

 

Item 1(b)Address of Issuer's Principal Executive Offices

 

970 Park Place

San Mateo, California, 94403

 

Item 2(a)Name of Person Filing

 

Altos Ventures IV, L.P. (“Altos IV”)

Altos Ventures IV Liquidity Fund, L.P. (“Altos IV LF”)

Altos Roblox SPV 1, LLC (“AR SPV 1”)

Altos Roblox SPV 2, LLC (“AR SPV 2”)
Altos Ventures IV Reserve Fund, L.P. (“Altos IV RF”)

Altos Roblox SPV 2020, LLC (“AR SPV 2020”)

Altos Hybrid 2, L.P. (“Altos Hybrid 2”)

Altos Hybrid 4, L.P. (“Altos Hybrid 4”)

Altos Management Partners IV, LLC (“Altos IV GP”)

Altos Hybrid 2, GP, LLC (“Altos Hybrid 2 GP”)

Altos Hybrid 4, GP, LLC (“Altos Hybrid 4 GP”)

Altos Roblox Management Partners, LLC (“Altos Roblox Management”)

Altos Roblox 2020 Management Partners, LLC (“AR 2020 Management”)

Altos Ventures Management, Inc. (“AVMI”)

Anthony P. Lee (“Lee”)

Han Kim (“Kim”)

Hodong Nam (“Nam”)

 

Item 2(b)Address of Principal Business Office or, if none, Residence

 

2882 Sand Hill Road, Suite 100

Menlo Park, CA 94025

 

Item 2(c)Citizenship

 

Altos IV—Delaware

Altos IV LF—Delaware

AR SPV 1—Delaware

AR SPV 2—Delaware
Altos IV RF—Delaware

Altos Roblox SPV 2020, LLC (“AR SPV 2020”)

Altos Hybrid 2—Delaware

Altos Hybrid 4—Delaware

Altos IV GP—Delaware

Altos Hybrid 2 GP—Delaware

Altos Hybrid 4 GP—Delaware

Altos Roblox Management—Delaware

AR 2020 Management—Delaware

AVMI—Delaware

Lee—United States of America

Kim—United States of America

Nam—United States of America

 

Item 2(d) Title of Class of Securities

 

Class A Common Stock

 

 

 

 

CUSIP No. 771049 10 3 Page 20 of 21

 

Item 2(e)CUSIP Number

 

771049 10 3

 

Item 3Not applicable.

 

Item 4Ownership

 

(a)

Amount beneficially owned:

 

See line 9 of pages 2 to 18, which are hereby incorporated by reference

 

(b)

Percent of class:

 

See line 11 of pages 2 to 18, which are hereby incorporated by reference

 

(c)

Number of shares as to which the person has:

  (i)

Sole power to vote or to direct the vote

 

See line 5 of pages 2 to 18, which are hereby incorporated by reference

 

  (ii)

Shared power to vote or to direct the vote

 

See line 6 of pages 2 to 18, which are hereby incorporated by reference

 

  (iii)

Sole power to dispose or to direct the disposition of

 

See line 7 of pages 2 to 18, which are hereby incorporated by reference

 

  (iv)

Shared power to dispose or to direct the disposition of

 

See line 8 of pages 2 to 18, which are hereby incorporated by reference

 

 

Item 5Ownership 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 6Ownership of More than Five Percent of Another Person

 

Not applicable.

 

Item 7Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company

 

Not applicable.

 

Item 8Identification and Classification of Members of the Group

 

Not applicable.

 

Item 9Notice of Dissolution of Group

 

Not applicable.

 

Item 10Certification

 

Not applicable.

 

 

 

 

CUSIP No. 771049 10 3 Page 21 of 21

 

SIGNATURE

 

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.

 

February 14, 2023

 

Altos Ventures IV, L.P.  
Altos Ventures IV Liquidity Fund, L.P.  
Altos Ventures IV Reserve Fund, L.P.  
By Altos Management Partners IV, LLC, their General Partner  
   
By: /s/ Anthony P. Lee  
Anthony P. Lee, Managing Director  
   
Altos Hybrid 2, L.P.  
By Altos Hybrid 2, GP, LLC, its General Partner  
   
By: /s/ Anthony P. Lee  
Anthony P. Lee, Managing Director  
   
Altos Hybrid 4, L.P.  
By Altos Hybrid 4, GP, LLC, its General Partner  
   
By: /s/ Anthony P. Lee  
Anthony P. Lee, Managing Director  
   
Altos Roblox SPV 1, LLC  
Altos Roblox SPV 2, LLC  
By Altos Roblox Management Partners, LLC, their Manager  
   
By: /s/ Anthony P. Lee  
Anthony P. Lee, Managing Member  
   
Altos Roblox SPV 2020, LLC  
By Altos Roblox 2020 Management Partners, LLC, its Manager  
   
By: /s/ Anthony P. Lee  
Anthony P. Lee, Managing Member  
   
/s/ Anthony P. Lee  
Anthony P. Lee  
   
/s/ Han Kim  
HAN KIM  
   
/s/ Hodong Nam  
Hodong Nam