Sec Form 4 Filing - Meritech Capital Partners V L.P. @ Roblox Corp - 2021-03-10

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FORM 4
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
Meritech Capital Partners V L.P.
2. Issuer Name and Ticker or Trading Symbol
Roblox Corp [ RBLX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
245 LYTTON AVENUE, SUITE 125
3. Date of Earliest Transaction (MM/DD/YY)
03/10/2021
(Street)
PALO ALTO, CA94301
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 03/10/2021 J( 1 ) 1,736,426 D $ 0 32,992,099 I See footnote ( 2 )
Class A Common Stock 03/10/2021 J( 3 ) 76,266 D $ 0 1,449,061 I See footnote ( 4 )
Class A Common Stock 03/10/2021 J( 5 ) 881,382 D $ 0 16,746,272 I See footnote ( 6 )
Class A Common Stock 03/10/2021 S 1,736,426 D $ 64.5 31,255,673 I See footnote ( 2 )
Class A Common Stock 03/10/2021 S 76,266 D $ 64.5 1,372,795 I See footnote ( 4 )
Class A Common Stock 03/10/2021 S 881,382 D $ 64.5 15,864,890 I See footnote ( 6 )
Class A Common Stock 03/10/2021 S 868,213 D $ 69.04 ( 7 ) 30,387,460 I See footnote ( 2 )
Class A Common Stock 03/10/2021 S 38,133 D $ 69.04 ( 7 ) 1,334,662 I See footnote ( 4 )
Class A Common Stock 03/10/2021 S 440,691 D $ 69.04 ( 7 ) 15,424,199 I See footnote ( 6 )
Class A Common Stock 03/10/2021 S 866,784 D $ 73.02 ( 8 ) 29,520,676 I See footnote ( 2 )
Class A Common Stock 03/10/2021 S 38,070 D $ 73.02 ( 8 ) 1,296,592 I See footnote ( 4 )
Class A Common Stock 03/10/2021 S 439,966 D $ 73.02 ( 8 ) 14,984,233 I See footnote ( 6 )
Class A Common Stock 03/10/2021 S 1,429 D $ 74.04 ( 9 ) 29,519,247 I See footnote ( 2 )
Class A Common Stock 03/10/2021 S 63 D $ 74.04 ( 9 ) 1,296,529 I See footnote ( 4 )
Class A Common Stock 03/10/2021 S 725 D $ 74.04 ( 9 ) 14,983,508 I See footnote ( 6 )
Class A Common Stock 03/10/2021 J( 10 ) 120,308 A $ 0 120,308 I The Madera Trust Dated 12/2/2002 ( 11 )
Class A Common Stock 03/10/2021 J( 10 ) 40,102 A $ 0 40,102 I Madera Family LP ( 12 )
Class A Common Stock 03/10/2021 J( 13 ) 156,674 A $ 0 156,674 I Robert D. Ward and Lee Landry Ward Trustees u/a/d 2/11/2000 ( 14 )
Class A Common Stock 03/10/2021 J( 15 ) 156,518 A $ 0 156,518 I Bischof / O'Rourke Revocable Trust Dated 5/3/2007 ( 16 )
Class A Common Stock 03/10/2021 J( 17 ) 152,625 A $ 0 152,625 I The Shin-Sherman Family Trust Dated 7/23/2009 ( 18 )
Class A Common Stock 1,306,690 I The Craig Douglas Sherman Trust ( 18 )
Class A Common Stock 70,000 I Shin-Sherman 2020 GRAT I dated January 4, 2020 ( 18 )
Class A Common Stock 70,000 I Shin-Sherman 2020 GRAT II dated January 4, 2020 ( 18 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Meritech Capital Partners V L.P.
245 LYTTON AVENUE
SUITE 125
PALO ALTO, CA94301
X
Bischof George
245 LYTTON AVENUE
SUITE 125
PALO ALTO, CA94301
X
MADERA PAUL S
245 LYTTON AVENUE
SUITE 125
PALO ALTO, CA94301
X
Meritech Capital Affiliates V L.P.
245 LYTTON AVENUE
SUITE 125
PALO ALTO, CA94301
X
Meritech Capital Associates V L.L.C.
245 LYTTON AVENUE
SUITE 125
PALO ALTO, CA94301
X
Meritech Capital Partners V Sidecar L.P.
245 LYTTON AVENUE
SUITE 125
PALO ALTO, CA94301
X
Sherman Craig
245 LYTTON AVENUE
SUITE 125
PALO ALTO, CA94301
X
Ward Rob
245 LYTTON AVENUE
SUITE 125
PALO ALTO, CA94301
X
Signatures
Meritech Capital Partners V L.P., by Meritech Capital Associates V L.L.C., its general partner /s/ Joel Backman, Attorney-in-fact 03/12/2021
Signature of Reporting Person Date
/s/ Joel Backman, Attorney-in-fact for George H. Bischof 03/12/2021
Signature of Reporting Person Date
/s/ Joel Backman, Attorney-in-fact for Paul S. Madera 03/12/2021
Signature of Reporting Person Date
Meritech Capital Affiliates V L.P., by Meritech Capital Associates V L.L.C., its general partner /s/ Joel Backman, Attorney-in-fact 03/12/2021
Signature of Reporting Person Date
Meritech Capital Associates V L.L.C. /s/ Joel Backman, Attorney-in-fact 03/12/2021
Signature of Reporting Person Date
Meritech Capital Partners V Sidecar L.P., by Meritech Capital Associates V L.L.C. /s/ Joel Backman, Attorney-in-fact 03/12/2021
Signature of Reporting Person Date
/s/ Joel Backman, Attorney-in-fact for Craig Sherman 03/12/2021
Signature of Reporting Person Date
/s/ Joel Backman, Attorney-in-fact for Robert D. Ward 03/12/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On March 10, 2021, Meritech Capital Partners V L.P. ("MCP V") distributed, for no consideration, 1,736,426 shares of Class A Common Stock (the "MCP V Shares") to its limited partners and to Meritech Capital Associates V L.L.C. ("GP V"), the general partner of MCP V, representing each such partner's pro rata interest in such MCP V Shares. On the same date, GP V distributed, for no consideration, the MCP V Shares it received in the distribution by MCP V to its members, representing each such member's pro rata interest in such MCP V Shares.
( 2 )Shares are held by MCP V. GP V, the general partner of MCP V, has sole voting and dispositive power with respect to the shares held by MCP V. Paul S. Madera ("Madera"), Robert D. Ward ("Ward"), George H. Bischof ("Bischof") and Craig Sherman ("Sherman"), the managing members of GP V, share voting and dispositive power with respect to the shares held by MCP V. Such persons and entities disclaim the existence of a "group" and disclaim beneficial ownership of the securities held by MCP V (and this report shall not be deemed an admission that any such person or entity is the beneficial owner of such securities) except to the extent of any pecuniary interest therein.
( 3 )On March 10, 2021, Meritech Capital Affiliates V L.P. ("MCA V") distributed, for no consideration, 76,266 shares of Class A Common Stock (the "MCA V Shares") to its limited partners, representing each such partner's pro rata interest in such MCA V Shares.
( 4 )Shares are held by MCA V. GP V, the general partner of MCA V, has sole voting and dispositive power with respect to the shares held by MCA V. Madera, Ward, Bischof and Sherman, the managing members of GP V, share voting and dispositive power with respect to the shares held by MCA V. Such persons and entities disclaim the existence of a "group" and disclaim beneficial ownership of the securities held by MCA V (and this report shall not be deemed an admission that any such person or entity is the beneficial owner of such securities) except to the extent of any pecuniary interest therein.
( 5 )On March 10, 2021, Meritech Capital Partners Sidecar V L.P. ("MCS V") distributed, for no consideration, 881,382 shares of Class A Common Stock (the "MCS V Shares") to its limited partners and to GP V, the general partner of MCS V, repr esenting each such partner's pro rata interest in such MCS V Shares. On the same date, GP V distributed, for no consideration, the MCS V Shares it received in the distribution by MCS V to its members, representing each such member's pro rata interest in such MCS V Shares.
( 6 )Shares are held by MCS V. GP V, the general partner of MCS V, has sole voting and dispositive power with respect to the shares held by MCS V. Madera, Ward, Bischof and Sherman, the managing members of GP V, share voting and dispositive power with respect to the shares held by MCS V. Such persons and entities disclaim the existence of a "group" and disclaim beneficial ownership of the securities held by MCS V (and this report shall not be deemed an admission that any such person or entity is the beneficial owner of such securities) except to the extent of any pecuniary interest therein.
( 7 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.00 to $69.96, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 8 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.00 to $73.99, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 9 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.00 to $74.11, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 10 )Represents shares received by Madera pursuant to pro rata distributions by MCP V, MCA V, MCS V and GP V, for no consideration, of shares of Class A Common Stock to their respective partners and such partners' members, as applicable.
( 11 )Shares are held of record by a family trust for which Madera is a trustee.
( 12 )Shares are held of record by a limited partnership for which Madera is a general partner.
( 13 )Represents shares received by Ward pursuant to pro rata distributions by MCP V, MCA V, MCS V and GP V, for no consideration, of shares of Class A Common Stock to their respective partners and such partners' members, as applicable.
( 14 )Shares are held of record by a family trust for which Ward is a trustee.
( 15 )Represents shares received by Bischof pursuant to pro rata distributions by MCP V, MCA V, MCS V and GP V, for no consideration, of shares of Class A Common Stock to their respective partners and such partners' members, as applicable.
( 16 )Shares are held of record by a family trust for which Bischof is a trustee.
( 17 )Represents shares received by Sherman pursuant to pro rata distributions by MCP V, MCA V, MCS V and GP V, for no consideration, of shares of Class A Common Stock to their respective partners and such partners' members, as applicable.
( 18 )Shares are held of record by a family trust for which Sherman is a trustee.

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