SEC Form 4
FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
| |||||||||||||||
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Roblox Corp [ RBLX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| ||||||||||||||||||||||||
3. Date of Earliest Transaction (Month/Day/Year) 08/23/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 08/23/2022 | G(1) | 100,000 | D | $0 | 1,212,500 | I | See Footnote(2) | ||
Class A Common Stock | 08/23/2022 | G(1) | 100,000 | A | $0 | 100,000 | I | See Footnote(3) | ||
Class A Common Stock | 08/23/2022 | S(4) | 100,000 | D | $41.4107 | 0 | I | See Footnote(3) | ||
Class A Common Stock | 08/23/2022 | M | 550,000 | A | $0.0759 | 550,001 | D | |||
Class A Common Stock | 08/23/2022 | S(4) | 550,000 | D | $41.4107 | 1 | D | |||
Class A Common Stock | 08/24/2022 | G(5) | 16,000 | D | $0 | 1,196,500 | I | See Footnote(2) | ||
Class A Common Stock | 08/24/2022 | G(5) | 8,000 | A | $0 | 383,000 | I | See Footnote(6) | ||
Class A Common Stock | 08/24/2022 | G(5) | 8,000 | A | $0 | 758,000 | I | See Footnote(7) |
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 (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
Stock Option (Right to Buy) | $0.0759 | 08/23/2022 | M | 550,000 | (8) | 03/21/2026 | Class A Common Stock | 550,000 | $0.0759 | 4,734,730 | D |
Explanation of Responses: |
1. Represents a transfer of shares by the Freedom Revocable Trust dated February 28, 2017 as amended to The Baszucki Family Foundation. |
2. These shares are held directly by The Freedom Revocable Trust dated February 28, 2017 as amended, and for which the reporting person serves as trustee. |
3. These shares are held by The Baszucki Family Foundation. The Reporting Person may be deemed to have beneficial ownership of the securities held by the Foundation. |
4. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 Plan adopted by the Reporting Person on November 30, 2021. |
5. Represents a transfer of 8,000 shares by the Reporting Person's Trust to each of the 2020 David Baszucki Gift Trust dtd 12/31/2018 and the 2020 Jan Baszucki Gift Trust dtd 12/31/2018. The Bessemer Trust Company of Delaware, N.A. serves as trustee for each of these Gift Trusts. |
6. These shares are held by the 2020 David Baszucki Gift Trust dtd 12/31/2018 for 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. |
7. These shares are held by the 2020 Jan Baszucki Gift Trust dtd 12/31/2018 of which the 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. |
8. All of the shares subject to the option are fully vested and exercisable as of the date hereof. |
Remarks: |
/s/ Mark Reinstra Attorney-in-Fact for David Baszucki | 08/24/2022 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |