Sec Form 3 Filing - Baszucki David @ Roblox Corp - 2021-03-02

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Baszucki David
2. Issuer Name and Ticker or Trading Symbol
Roblox Corp [ RBLX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President & CEO
(Last) (First) (Middle)
C/O ROBLOX CORPORATION, 970 PARK PLACE
3. Date of Earliest Transaction (MM/DD/YY)
03/02/2021
(Street)
SAN MATEO, CA94403
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 1,500,000 I See Footnote ( 1 )
Class A Common Stock 100,000 I See Footnote ( 2 )
Class A Common Stock 100,000 I See Footnote ( 3 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Class B Common Stock $ 0 ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 28,540,354 I See Footnote ( 1 )
Class B Common Stock $ 0 ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 13,523,474 I See Footnote ( 2 )
Class B Common Stock $ 0 ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 13,523,474 I See Footnote ( 3 )
Stock Option (Right to Buy) $ 0.0759 ( 5 ) 03/21/2026 Class A Common Stock 5,284,730 D
Stock Option (Right to Buy) $ 0.53 ( 6 ) 10/19/2027 Class A Common Stock 1,641,476 D
Stock Option (Right to Buy) $ 3.345 ( 7 ) 01/22/2029 Class A Common Stock 2,500,000 D
Stock Option (Right to Buy) $ 3.405 ( 8 ) 01/23/2030 Class A Common Stock 2,500,000 D
Restricted Stock Unit $ 0 ( 9 ) 03/02/2028 Class A Common Stock 11,500,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Baszucki David
C/O ROBLOX CORPORATION
970 PARK PLACE
SAN MATEO, CA94403
X X President & CEO
Signatures
/s/ Mark Reinstra Attorney-in-Fact for David Baszucki 03/02/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares are held of record by The Freedom Revocable Trust dtd 02/28/2017, as amended (the "Freedom Trust"), of which the Reporting Person serves as trustee. The Reporting Person may be deemed to have beneficial ownership over the securities held by the Freedom Trust.
( 2 )These shares are held of record by the 2020 David Baszucki Gift Trust, of which the Bessemer Trust Company of Delaware, N.A. serves as trustee. The Reporting Person may be deemed to have beneficial ownership of the securities held by the Gift Trust.
( 3 )These shares are held of record by the 2020 Jan Baszucki Gift Trust of which Bessemer Trust Company of Delaware, N.A. serves as trustee. The spouse of the Reporting Person may be deemed to have beneficial ownership of the securities held by the Gift Trust.
( 4 )The Class B Common Stock is convertible into the Issuer's Class A Common Stock on a 1-for-1 basis at the option of the holder and has no expiration date or conversion price.
( 5 )All of the shares subject to the option are fully vested and exercisable as of the date hereof.
( 6 )1/48th of the shares subject to the option vested on February 1, 2018, and 1/48th of the shares subject to the option vest each month thereafter, subject to the Reporting Person continuing as a service provider through each such date.
( 7 )1/48th of the shares subject to the option vested on February 1, 2019, and 1/48th of the shares subject to the option vest each month thereafter, subject to the Reporting Person continuing as a service provider through each such date.
( 8 )1/48th of the shares subject to the option vested on February 1, 2020, and 1/48th of the shares subject to the option vest each month thereafter, subject to the Reporting Person continuing as a service provider through each such date.
( 9 )The restricted stock unit is divided into seven tranches that are eligible to vest based on the achievement of the Company's stock price goals, beginning on the two year anniversary of the Company's initial public offering and ending on the seven year anniversary of the Company's initial public offering, provided that in each case, the Reporting Person co ntinues to be a service provider to the Company on such date and that for each tranche, the stock price goal set forth in the restricted stock unit agreement between the Company and the Reporting Person for the corresponding annual period has been achieved.

Remarks:
Exhibit 24 - Power of Attorney

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