Sec Form 4 Filing - MV Management X, L.L.C. @ ROKU, INC - 2018-06-15

Insider filing report for Changes in Beneficial Ownership
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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
MV Management X, L.L.C.
2. Issuer Name and Ticker or Trading Symbol
ROKU, INC [ ROKU]
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)
2884 SAND HILL ROAD, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
06/15/2018
(Street)
MENLO PARK, CA94025
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 06/15/2018 J( 2 ) 4,750,000 D 5,188,668 I See footnote ( 1 ) ( 3 )
Class A Common Stock 06/15/2018 J( 4 ) 1,184,373 A 1,184,373 D
Class A Common Stock 06/15/2018 J( 5 ) 1,184,373 D 0 D
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
MV Management X, L.L.C.
2884 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
Menlo Ventures X L P
2884 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
MENLO ENTREPRENEURS FUND X LP
2884 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
MMEF X LP
2884 SAND HILL ROAD, SUITE 100
MENLO PARK, CA94025
X
Signatures
MV Management X, L.L.C., /s/ Shawn T. Carolan, Shawn T. Carolan, Managing Member 06/19/2018
Signature of Reporting Person Date
Menlo Ventures X, L.P. By: MV Management X, L.L.C., its General Partner /s/ Shawn T. Carolan Shawn T. Carolan Managing Member 06/19/2018
Signature of Reporting Person Date
Menlo Entrepreneurs Fund X, L.P., By: MV Management X, L.L.C., its General Partner, /s/ Shawn T. Carolan, Shawn T. Carolan, Managing Member 06/19/2018
Signature of Reporting Person Date
MMEF X, L.P., By: MV Management X, L.L.C., its General Partner, /s/ Shawn T. Carolan, Shawn T. Carolan, Managing Member 06/19/2018
Signature of Reporting Person Date
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. Each of the reporting persons disclaims beneficial ownership of the shares reported herein, except to the extent of its 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) 4,629,631 shares by Menlo X, (ii) 81,018 shares by MMEF X, and (iii) 39,351 shares by MEF X.
( 3 )Following the distributions described in footnote (3), these shares are held as follows: (i) 5,057,184 shares by Menlo X, (ii) 88,499 shares by MMEF X, and (iii) 42,985 shares by MEF X.
( 4 )Represents the receipt of shares by MVM-X in the distributions described in greater detail in footnote (2).
( 5 )Represents a pro-rata in-kind distribution of shares of Class A Common Stock by MVM-X, without consideration, to its members.

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