Sec Form 13G Filing - Menlo Ventures X L P @ ROKU INC

Sec Form 13G Filing - Menlo Ventures X L P filing for ROKU INC (ROKU) - 2019-02-08

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

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Roku, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

77543R 10 2

(CUSIP Number)

December 31, 2018

(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)

☒ Rule 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. 77543R 10 2

(1)

This statement on Schedule 13G is filed by Menlo Ventures X, L.P. (“Menlo X”), MMEF X, L.P. (“MMEF X”), Menlo Entrepreneurs Fund X, L.P. (“MEF X”), MV Management X, L.L.C. (“MVM-X”), Shawn T. Carolan (“STC”), H.D. Montgomery (“HDM”), Douglas C. Carlisle (“DCC”), John W. Jarve (“JWJ”) and Mark A. Siegel (“MAS,” together with Menlo X, MMEF X, MEF X, MVM-X, STC, HDM, DCC and JWJ, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

Page 2


CUSIP No. 77543R 10 2

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

Page 3


CUSIP No. 77543R 10 2

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

Page 4


CUSIP No. 77543R 10 2

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

Page 5


CUSIP No. 77543R 10 2

(1)	This statement on 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) 250,000 shares of Class B Common Stock held by Montgomery Family Trust, which may be converted into Class A Common Stock at a 1:1 ratio at the option of Montgomery Family Trust, and (ii) 25,000 shares of Class B Common Stock held by Dumont Partners, which may be converted into Class A Common Stock at a 1:1 ratio at the option of Dumont Partners. HDM serves as the trustee of the Montgomery Family Trust, and the general partner of Dumont Partners. As such, HDM possesses power to direct the voting and disposition of the shares owned by Montgomery Family Trust and Dumont Partners and may be deemed to have indirect beneficial ownership of the shares held by Montgomery Family Trust and Dumont Partners. HDM owns no securities of the Issuer directly.

(3)

The Common Stock beneficial ownership percentage is based on a total of 109,164,617 shares of Common Stock (77,223,289 shares of Class A Common Stock and 31,941,328 shares of Class B Common Stock) as of October 31, 2018, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, filed with the SEC on November 9, 2018.

(4)

The Class A Common Stock beneficial ownership percentage is based on 77,223,289 shares of the Issuer’s Class A Common Stock outstanding as of October 31, 2018, as reported on the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, filed with the SEC on November 9, 2018, plus the number of shares of the Issuer’s Class B Common Stock beneficially owned by the Reporting Person, which are treated as converted into Class A Common Stock only for the purpose of computing the Class A Common Stock beneficial ownership percentage of the Reporting Person.

(5)	The shares held by the Reporting Persons represent 0.7% of the combined voting power of the Issuer’s Common Stock.

Page 6


CUSIP No. 77543R 10 2

(1)	This statement on 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) 131,535 shares of Class B Common Stock held by the Carlisle Family Partnership, which may be converted into Class A Common Stock at a 1:1 ratio at the option of Carlisle Family Partnership, and (ii) 734,766 shares of Class B Common Stock held by DCC directly, which may be converted into Class A Common Stock at a 1:1 ratio at the option of DCC. DCC serves as the general partner of Carlisle Family Partnership. As such, DCC possesses power to direct the voting and disposition of the shares owned by Carlisle Family Partnership and may be deemed to have indirect beneficial ownership of the shares held by Carlisle Family Partnership.

(3)

(4)

(5)	The shares held by the Reporting Persons represent 2.2% of the combined voting power of the Issuer’s Common Stock.

Page 7


CUSIP No. 77543R 10 2

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

Page 8


CUSIP No. 77543R 10 2

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

(2)

(3)

(4)	The shares held by the Reporting Persons represent 0.4% of the combined voting power of the Issuer’s Common Stock.

Page 9


CUSIP No. 77543R 10 2

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

(2)

(3)

(4)	The shares held by the Reporting Persons represent 0.8% of the combined voting power of the Issuer’s Common Stock.

Page 10

Item 1.

(a)

Name of Issuer: Roku, Inc.

(b)

Address of Issuer’s Principal Executive Offices: 150 Winchester Circle, Los Gatos, California 95032

Item 2.

(a)

Name of Person Filing:

Menlo Ventures X, L.P. (“MV X”)

Menlo Entrepreneurs Fund X, L.P. (“MEF X”)

MMEF X, L.P. (“MMEF X”)

MV Management X, L.L.C. (“MVM X”)

Henry D. Montgomery (“HDM”)

Douglas C. Carlisle (“DCC”)

John W. Jarve (“JWJ”)

Mark A. Siegel (“MAS”)

Shawn T. Carolan (“STC”)

(b)

Address of Principal Business Office or, if none, Residence

2884 Sand Hill Road, Suite 100

Menlo Park, California 94025

(c)

Citizenship:


Entities:	MV X	—	Delaware
	MEF X	—	Delaware
	MMEF X	—	Delaware
	MVM X	—	Delaware

Individuals:	HDM	—	United States
	DCC	—	United States
	JWJ	—	United States
	MAS	—	United States
	STC	—	United States

(d)

Title of Class of Securities: Common Stock

(e)

CUSIP Number: 77543R 10 2

Item 3.

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable

Page 11

Item 4.

Ownership. The following information with respect to the ownership of the Common Stock by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2018:


Reporting Persons	Shares Held Directly		Sole Voting Power		Shared Voting Power		Sole Dispositive Power		Shared Dispositive Power		Beneficial Ownership		Percentage of Class
MV X		0		0		0		0		0		0	0.0%
MEF X		0		0		0		0		0		0	0.0%
MMEF X		0		0		0		0		0		0	0.0%
MVM X		0		0		0		0		0		0	0.0%
HDM		275,000		275,000		0		275,000		0		275,000	0.3% of Common Stock (0.4% of Class A Common Stock)
DCC		866,301		866,301		0		866,301		0		866,301	0.8% of Common Stock (1.1% of Class A Common Stock)
JWJ		0		0		0		0		0		0	0.0%
MAS		150,000		150,000		0		150,000		0		150,000	0.1% of Common Stock (0.2% of Class A Common Stock)
STC		318,033		318,033		0		318,033		0		318,033	0.3% of Common Stock (0.4% of Class A Common Stock)

Item 5.

Ownership 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 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable

Item 8.

Identification and Classification of Members of the Group

Not applicable

Item 9.

Notice of Dissolution of a Group

Not applicable

Item 10.

Certification

Not applicable

Page 12

SIGNATURES

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.

Date: February 7, 2019

< table cellspacing="0" cellpadding="0" width="40%" border="0" style="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt"> Menlo Ventures X, L.P. By: MV Management X, L.L.C., its general partner By:

/s/ Mark A. Siegel

Mark A. Siegel Managing Member Menlo Entrepreneurs Fund X, L.P By: MV Management X, L.L.C., its general partner By:

/s/ Mark A. Siegel

Mark A. Siegel Managing Member MMEF X, L.P By: MV Management X, L.L.C., its general partner By:

/s/ Mark A. Siegel

Mark A. Siegel Managing Member MV Management X, L.L.C. By:

/s/ Mark A. Siegel

Mark A. Siegel Managing Member /s/ Henry D. Montgomery

Henry D. Montgomery

/s/ John W. Jarve

John W. Jarve

/s/ Douglas C. Carlisle

Douglas C. Carlisle

/s/ Mark A. Siegel

Mark A. Siegel

/s/ Shawn T. Carolan

Shawn T. Carolan

Exhibit(s): 99.1: Joint Filing Statement

Page 13

Name of Reporting Persons

Menlo Ventures X, L.P.

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

(a) ☐ (b) ☐

SEC USE ONLY

Citizenship or Place of Organization

Delaware