New insider Kaufman Matthew D claimed ownership of 370,244 units of Class A Common Stock (SEC Form 3)
$RBLX
Computer Software: Prepackaged Software
Technology
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/20/2025 |
3. Issuer Name and Ticker or Trading Symbol
Roblox Corp [ RBLX ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Common Stock | 370,244(1)(2)(3) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (Right to Buy) | (4) | 10/10/2029 | Class A Common Stock | 41,334 | $3.405 | D | |
| Performance Stock Unit | (5)(6) | (5)(6) | Class A Common Stock | 49,859(7) | (8) | D | |
| Performance Stock Unit | (9) | (9) | Class A Common Stock | 97,522(7) | (8) | D | |
| Performance Stock Unit | (10) | (10) | Class A Common Stock | 72,754(7) | (8) | D | |
| Explanation of Responses: |
| 1. A portion of these securities are Restricted Stock Units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. |
| 2. The RSUs vest as follows: (i) 1,549 RSUs vest on 5/20/2024, (ii) 60,180 RSUs vest in 4 equal quarterly installments through 2/20/2026, (iii) 60,371 RSUs vest in 8 equal quarterly installments through 2/20/2027, and (iv) 60,371 RSUs vest in 12 equal quarterly installments through 2/20/2028 subject to continued service to the Company as of each vesting date. |
| 3. Upon certification of the achievement of certain performance criteria as approved by the Issuer's Leadership Development and Compensation Committee and the reporting person's continued service, 27,703 performance stock units ("PSUs") vested on February 10, 2025 and an additional 27,704 PSUs vest on April 13, 2026, subject to continued service. |
| 4. All of the shares subject to the option are fully vested and exercisable as of the date hereof. |
| 5. The vesting of the PSUs is subject to satisfying both a performance-based requirement and a service-based requirement. The performance-based requirement is satisfied based on the achievement of certain Issuer stock price targets as first measured on April 1, 2024 (the "Beginning Measurement Date") and then measured on each of the next four quarterly anniversary dates thereafter. The performance-based requirement will be satisfied if an Issuer stock price target is satisfied during the trailing consecutive twenty trading day period ending on the most recent trading day prior to the Beginning Measurement Date or, thereafter during any trailing consecutive twenty trading day period beginning on the Beginning Measurement Date through the applicable measurement date. |
| 6. (continued from footnote 5) Vesting is subject to the Reporting Person continuing to be a service provider to the Issuer on the applicable measurement date on which the stock price goal is determined to have been achieved except as otherwise provided in the award agreement governing the award. |
| 7. Represents that maximum number of shares of Class A Common Stock which may be issued under this award. |
| 8. Each performance stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock. |
| 9. The vesting of the PSUs is subject to satisfying both a performance-based requirement and a service-based requirement. The performance-based requirement is satisfied based on the achievement of certain cumulative Bookings and EBITDA targets by the Issuer between January 1, 2024 and December 31, 2025. Subject to continued service by the Reporting Person on each vesting date, 67% of the PSUs eligible to vest based on performance will vest following certification of performance results by our Leadership Development and Compensation Committee within 60 days following December 31, 2025 and the remaining 33% of the PSUs eligible to vest based on performance will vest in approximately equal quarterly installments thereafter on each of May 20, 2026, August 20, 2026, November 20, 2026, and February 20, 2027, subject to continued service. |
| 10. The vesting of the performance stock units ("PSUs") is subject to satisfying both a performance-based requirement and a service-based requirement. The performance-based requirement is satisfied based on the achievement of certain cumulative Bookings and EBITDA targets by the Issuer between January 1, 2025 and December 31, 2026. Subject to continued service by the Reporting Person on each vesting date, 67% of the PSUs eligible to vest based on performance will vest following certification of performance results by our Leadership Development and Compensation Committee within 60 days following December 31, 2026 and the remaining 33% of the PSUs eligible to vest based on performance will vest in approximately equal quarterly installments thereafter on each of May 20, 2027, August 20, 2027, November 20, 2027, and February 20, 2028, subject to continued service. |
| Remarks: |
| Exhibit 24 - Power of Attourney |
| /s/ Mark Reinstra Attorney-in-Fact for Matthew D. Kaufman | 03/26/2025 | |
| ** 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 5 (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. | ||