Form 4 - Statement of changes in beneficial ownership of securities

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Baszucki David

(Last)

(First)

(Middle)

C/O ROBLOX CORPORATION

970 PARK PLACE

(Street)

SAN MATEO

94403

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Roblox Corp [ RBLX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/05/2024		M⁽¹⁾		333,334	A	$0.53	462,629⁽²⁾	D
Class A Common Stock	12/05/2024		S⁽¹⁾		333,334	D	$57.3079⁽³⁾	129,295⁽²⁾	D
Class A Common Stock	12/05/2024		G⁽¹⁾⁽⁴⁾		33,333	D	$0	1,830,689	I	See Footnote⁽⁵⁾
Class A Common Stock	12/05/2024		G⁽¹⁾⁽⁶⁾		66,667	D	$0	1,764,022	I	See Footnote⁽⁵⁾
Class A Common Stock	12/05/2024		G⁽¹⁾⁽⁶⁾		66,667	A	$0	67,542	I	See Footnote⁽⁷⁾
Class A Common Stock	12/05/2024		S⁽¹⁾		66,667	D	$57.3078⁽³⁾	875	I	See Footnote⁽⁷⁾
Class A Common Stock	12/05/2024		S⁽¹⁾		41,667	D	$57.3078⁽³⁾	125,000	I	See Footnote⁽⁸⁾
Class A Common Stock	12/05/2024		S⁽¹⁾		41,667	D	$57.3078⁽³⁾	874,985	I	See Footnote⁽⁹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$0.53	12/05/2024		M			333,334	⁽¹⁰⁾	10/19/2027	Class A Common Stock	333,334	$0	880,052	D

Explanation of Responses:

1. The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 Plan adopted by the Reporting Person on November 29, 2023.

2. 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.

3. The price reported in column 4 is an average price. These shares were sold in multiple transactions at prices ranging from $57.00 to $57.72, inclusive. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The shares reported in this transaction represent a gift to a charitable organization.

5. 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.

6. Represents a transfer of shares by the Freedom Revocable Trust dated February 28, 2017 as amended to The Baszucki Family Foundation.

7. 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.

8. These shares are held by the 2020 David Baszucki Gift Trust dtd 4/3/2020 for which the Bessemer Trust 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.

9. These shares are held by the 2020 Jan Baszucki Gift Trust dtd 4/3/2020 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.

10. 1/48th of the shares subject to the option vested on February 1, 2018, and 1/48th of the shares subject to the option vest each month thereafter, subject to the Reporting Person continuing as a service provider through each such date.

Remarks:

	/s/ Mark Reinstra Attorney-in-Fact for David Baszucki	12/09/2024
	** 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.