Form D

View Original Filing

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
ROKU, INC
Jurisdiction of Incorporation/Organization
DE
Year of Incorporation/Organization
2008

Previous Name(s)

  • ROKU INC
Entity Type
CORPORATION

Item 2 Issuer Principal Place of Business and Contact Information

12980 SARATOGA AVE.
SUITE D
SARATOGA, CA 95070
Phone Number: subscription required

Item 3. Related Persons

Name
ANTHONY WOOD
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
SHAWN CAROLAN
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
KIM J. FUNK
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
OLIVER HUTAFF
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
ROBERT KYNCL
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
JEFF HASTINGS
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
DANIEL LEFF
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
JONATHAN MILLER
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
ALAN HENDRICKS
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 4. Industry Group

OTHER TECHNOLOGY

Item 5. Issuer Size

Revenue Range (for issuer not specifying "hedge" or "other investment" fund in Item 4 above)
DECLINE TO DISCLOSE

Item 6. Federal Exemptions and Exclusions Claimed

Item 7. Type of Filing

New Notice
Date of First Sale in this Offering:
03/05/2012

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year?
No

Item 9. Type(s) of Securities Offered

  • Equity
  • Debt
  • Option, Warrant or Other Right to Acquire Another Security
  • Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security
  • Other: WARRANTS,CONVERTIBLE PROMISSORY NOTES AND THE UNDERLYING SHARES OF PREFERRED STOCK AND COMMON STOCK ISSUABLE UPON THE EXERCISE OF THE WARRANTS,CONVERSION OF THE NOTES AND CONVERSION OF THE PREFERRED STOCK.

Item 10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
No
Clarification of Response

Item 11. Minimum Investment

Minimum Investment accepted from any outside investor
0

Item 13. Offering and Sales Amounts

Total Offering Amount
6249999
Total Amount Sold
5000000
Total Remaining to be Sold
1249999
Clarification of Response
5,000,000 OF THE TOTAL AMOUNT SOLD REPRESENTS PROMISSORY NOTES ISSUED IN THE OFFERING AND $1,249,999 OF THE AMOUNT SOLD REPRESENTS THE TOTAL EXERCISE PRICE OF WARRANTS ISSUED IN THE OFFERING.

Item 14. Investors

Securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of non-accredited investors who already have invested in the offering:
Total number of investors who already have invested in the offering:
4

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
0.0
Finders' Fees
0.0
Clarification of Response

Item 16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers,directors or promoters in response to Item 3 above.
0.0
Clarification of Response

Signature and Submission

Issuer Name
ROKU, INC
Issuer Signature
/S/ KIM J. FUNK
Signer Name
KIM J. FUNK
Signer Title
VP, GENERAL COUNSEL AND SECRETARY
Signature Date
08/07/2012
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