Explanatory Note
This Amendment No. 1 amends, in its entirety, the statement on Schedule 13G originally filed on December 7, 2018 by Twenty-First Century Fox, Inc.
(21CF), the former parent of Fox Corporation (the Reporting Person). On March 1, 2019, 21CF contributed the shares of Class B common stock of Roku, Inc. (the Issuer) described herein to its wholly owned
subsidiary, Fox Corporation, the Reporting Person. Promptly after the transfer of the Issuers shares to the Reporting Person, on March 19, 2019, 21CF distributed all of the outstanding shares of the Reporting Persons common stock to
21CF stockholders (other than stockholders that were subsidiaries of 21CF), resulting in the Reporting Person becoming the sole beneficial owner of the shares being reported herein.
Item 1.
Roku, Inc.
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(b)
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Address of Issuers Principal Executive Offices
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150 Winchester Circle, Los Gatos, California 95032.
Item 2.
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(a)
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Name of Person Filing:
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This Schedule 13G is filed by Fox Corporation.
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(b)
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Address or Principal Business Office or, if None, Residence:
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The address of the principal business office of the Reporting Person is 1211 Avenue of the Americas, New York, New York 10036.
The Reporting Person is a Delaware corporation.
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(d)
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Title of Class of Securities
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Class A Common Stock, $0.0001 par value
77543R102
Item 3.
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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:
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Not applicable.
Item 4. Ownership.
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(a)
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Amount beneficially owned: 6,022,258
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(b)
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Percent of class:7.2%
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote: 6,022,258
|
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(ii)
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Shared power to vote or to direct the vote:
-0-
|
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(iii)
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Sole power to dispose or to direct the disposition of: 6,022,258
|
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(iv)
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Shared power to dispose or to direct the disposition of:
-0-
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The shares of Class A common stock of the Issuer reported as being beneficially owned by the Reporting Person are included in this
Schedule 13G because the Reporting Person is deemed to beneficially own such shares as a result of ownership of 6,022,258 shares of Class B common stock of the Issuer, which shares are convertible into shares of Class A common stock
at the election of the holder at an exchange rate of 1:1. The percentage of class is calculated based on 78,138,197 shares of the Issuers Class A common stock outstanding as of January 31, 2019 as reported in the Issuers annual
report on
Form 10-K
for the year ended December 31, 2019, plus the 6,022,258 shares of Class A common stock into which the shares of Class B common stock owned by the Reporting Person are
convertible.