Amendment: SEC Form SC 13G/A filed by Roblox Corporation
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
| ROBLOX CORPORATION |
| (Name of Issuer) |
| Class A common stock, $0.0001 par value per share |
| (Title of Class of Securities) |
| 771049 103 |
| (CUSIP Number) |
| September 30, 2024 |
| (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) |
| x | 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. 771049 103 | |||
| 1. |
Names of Reporting Person. David Baszucki | ||
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship or Place of Organization United States of America | ||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power 45,014,372 |
|
| 6. | Shared Voting Power 12,989,808 |
||
| 7. | Sole Dispositive Power 45,014,372 |
||
| 8. | Shared Dispositive Power 12,989,808 |
||
| 9. | Aggregate
Amount Beneficially Owned by Each Reporting Person | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): ¨ | ||
| 11. | Percent of Class Represented by Amount in Row (9) 8.8%(2) | ||
| 12. | Type of Reporting Person (See Instructions) IN | ||
| (1) | Includes (i) 11,724 shares of Class A common stock held by Mr. Baszucki; (ii) 208,334 shares of Class A common stock and 12,781,474 shares of Class B common stock held of record by the 2020 David Baszucki Gift Trust for which Mr. Baszucki’s spouse serves as the party who exercises voting and investment control; (iii) 1,964,021 shares of Class A common stock and 23,114,695 shares of Class B common stock held of record by The Freedom Revocable Trust dated February 28, 2017, as amended for which Mr. Baszucki serves as trustee and exercises voting and investment control; (iv) 583,334 shares of Class A common stock and 12,781,474 shares of Class B common stock held of record by the 2020 Jan Baszucki Gift Trust for which Mr. Baszucki serves as the party who exercises voting and investment control; (v) 6,546,720 shares of Class A common stock subject to outstanding options which are exercisable within 60 days of September 30, 2024 and (vi) 12,404 shares of Class A common stock issuable upon the settlement of restricted stock units, or RSUs, within 60 days of September 30, 2024. |
| (2) | Percentage ownership based on 607,546,629 shares of Class A common stock of the Issuer outstanding as of October 15, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2024, and assumes that (i) 48,677,643 shares of Class B common stock are converted into Class A common stock, and (ii) 6,546,720 shares of Class A common stock underlying the stock options and 12,404 shares of Class A common stock issuable upon the settlement of RSUs, are deemed outstanding pursuant to SEC Rule 13d-3(d)(1)(i). |
| CUSIP No. 771049 103 | |||
| 1. |
Name of Reporting Person: The Freedom Revocable Trust dtd 02/28/2017 | ||
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship
or Place of Organization | ||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power 25,078,716 |
|
| 6. | Shared Voting Power 0 |
||
| 7. | Sole Dispositive Power 25,078,716 |
||
| 8. | Shared Dispositive Power 0 |
||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 25,078,716 | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): ¨ | ||
| 11. | Percent of Class Represented by Amount in Row (9) 4.0%(1) | ||
| 12. | Type of Reporting Person (See Instructions) OO | ||
| (1) | Percentage ownership based on 607,546,629 shares of Class A common stock of the Issuer outstanding as of October 15, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2024, and assumes that 23,114,695 shares of Class B common stock are converted into Class A common stock and are deemed outstanding pursuant to SEC Rule 13d-3(d)(1)(i). |
| CUSIP No. 771049 103 | |||
| 1. |
Name of Reporting Person: 2020 David Baszucki Gift Trust | ||
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship or Place of Organization United States of America | ||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power 0 |
|
| 6. | Shared Voting Power 12,989,808 |
||
| 7. | Sole Dispositive Power 0 |
||
| 8. | Shared Dispositive Power 12,989,808 |
||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 12,989,808 | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): ¨ | ||
| 11. | Percent of Class Represented by Amount in Row (9) 2.1%(1) | ||
| 12. | Type of Reporting Person (See Instructions) OO | ||
| (1) | Percentage ownership based on 607,546,629 shares of Class A common stock of the Issuer outstanding as of October 15, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2024, and assumes that 12,781,474 shares of Class B common stock are converted into Class A common stock and are deemed outstanding pursuant to SEC Rule 13d-3(d)(1)(i). |
| CUSIP No. 771049 103 | |||
| 1. |
Name of Reporting Person: 2020 Jan Baszucki Gift Trust | ||
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) ¨ | ||
| 3. | SEC Use Only | ||
| 4. | Citizenship or Place of Organization United States of America | ||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power 13,364,808 |
|
| 6. | Shared Voting Power 0 |
||
| 7. | Sole Dispositive Power 13,364,808 |
||
| 8. | Shared Dispositive Power 0 |
||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person 13,364,808 | ||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): ¨ | ||
| 11. | Percent of Class Represented by Amount in Row (9) 2.2%(1) | ||
| 12. | Type of Reporting Person (See Instructions) OO | ||
| (1) | Percentage ownership based on 607,546,629 shares of Class A common stock of the Issuer outstanding as of October 15, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2024, and assumes that 12,781,474 shares of Class B common stock are converted into Class A common stock and are deemed outstanding pursuant to SEC Rule 13d-3(d)(1)(i). |
Item 1.
| (a) | Name of Issuer: |
Roblox Corporation
| (b) | Address of Issuer’s Principal Executive Offices: |
970 Park Place
San Mateo, California 94403
Item 2.
| (a) | Name of Person Filing: |
Each of the following is a reporting person (“Reporting Person”):
David Baszucki
The Freedom Revocable Trust dated February 28, 2017 as amended
2020 David Baszucki Gift Trust
2020 Jan Baszucki Gift Trust
| (b) | Address of Principal Business Office or, if none, Residence: |
The address for the principal business office of Mr. Baszucki and The Freedom Revocable Trust dtd 02/28/2017 is:
c/o Roblox Corporation
970 Park Place
San Mateo, California 94403
The address for the principal business office of the 2020 David Baszucki Gift Trust and the 2020 Jan Baszucki Gift Trust is:
c/o Bessemer Trust Company of Delaware, N.A., Trustee
20 Montchanin Road, Suite 1500
Wilmington, Delaware 19807
| (c) | Citizenship of Natural Persons and Corporations: |
Reference is made to the response to item 4 on each of pages 2-5 of this Schedule 13G (this “Schedule”), which responses are incorporated herein by reference.
| (d) | Title of Class of Securities: |
Class A common stock, par value $0.0001 per share
| (e) | CUSIP Number: |
771049 103
| 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.
| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
Reference is hereby made to the responses to items 5-9 and 11 of pages 2 - 5 of this Schedule, which responses are incorporated herein by reference.
| Item 5. | Ownership of Five Percent or Less of a Class |
Not applicable.
| 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 Group |
Not applicable.
| Item 10. | Certification |
Not applicable.
SIGNATURE
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: November 13, 2024
| DAVID BASZUCKI | ||
| /s/ David Baszucki | ||
| THE FREEDOM REVOCABLE TRUST DATED FEBRUARY 28, 2017 | ||
| By: | /s/ David Baszucki | |
| Name: | David Baszucki | |
| Title: | Trustee | |
| 2020 DAVID BASZUCKI GIFT TRUST | ||
| By: | /s/ Rachel Jeanes | |
| Name: | Rachel Jeanes | |
| Title: | Associate VP, Associate Trust Officer/Assistant Fiduciary Counsel | |
| 2020 JAN BASZUCKI GIFT TRUST | ||
| By: | /s/ Rachel Jeanes | |
| Name: | Rachel Jeanes | |
| Title: | Associate VP, Associate Trust Officer/Assistant Fiduciary Counsel | |
Exhibit Index
| Exhibit | Incorporated by Reference | |||||||||
| Description | Form | File No. | Exhibit | Filing Date | ||||||
| A | Joint Filing Agreement | SC-13G | 005-93391 | A | February 14 2022 | |||||