Roblox Corp — Director's Dealing 2021

Mar 12, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Roblox Corp (RBLX)
CIK: 0001315098
Period of Report: 2021-03-10

Reporting Person: Meritech Capital Partners V L.P. (10% Owner)
Reporting Person: Bischof George (10% Owner)
Reporting Person: MADERA PAUL S (10% Owner)
Reporting Person: Meritech Capital Affiliates V L.P. (10% Owner)
Reporting Person: Meritech Capital Associates V L.L.C. (10% Owner)
Reporting Person: Meritech Capital Partners V Sidecar L.P. (10% Owner)
Reporting Person: Sherman Craig (10% Owner)
Reporting Person: Ward Rob (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-10	Class A Common Stock	J	1736426	$0.00	Disposed	32992099	Indirect
2021-03-10	Class A Common Stock	J	76266	$0.00	Disposed	1449061	Indirect
2021-03-10	Class A Common Stock	J	881382	$0.00	Disposed	16746272	Indirect
2021-03-10	Class A Common Stock	S	1736426	$64.50	Disposed	31255673	Indirect
2021-03-10	Class A Common Stock	S	76266	$64.50	Disposed	1372795	Indirect
2021-03-10	Class A Common Stock	S	881382	$64.50	Disposed	15864890	Indirect
2021-03-10	Class A Common Stock	S	868213	$69.04	Disposed	30387460	Indirect
2021-03-10	Class A Common Stock	S	38133	$69.04	Disposed	1334662	Indirect
2021-03-10	Class A Common Stock	S	440691	$69.04	Disposed	15424199	Indirect
2021-03-10	Class A Common Stock	S	866784	$73.02	Disposed	29520676	Indirect
2021-03-10	Class A Common Stock	S	38070	$73.02	Disposed	1296592	Indirect
2021-03-10	Class A Common Stock	S	439966	$73.02	Disposed	14984233	Indirect
2021-03-10	Class A Common Stock	S	1429	$74.04	Disposed	29519247	Indirect
2021-03-10	Class A Common Stock	S	63	$74.04	Disposed	1296529	Indirect
2021-03-10	Class A Common Stock	S	725	$74.04	Disposed	14983508	Indirect
2021-03-10	Class A Common Stock	J	120308	$0.00	Acquired	120308	Indirect
2021-03-10	Class A Common Stock	J	40102	$0.00	Acquired	40102	Indirect
2021-03-10	Class A Common Stock	J	156674	$0.00	Acquired	156674	Indirect
2021-03-10	Class A Common Stock	J	156518	$0.00	Acquired	156518	Indirect
2021-03-10	Class A Common Stock	J	152625	$0.00	Acquired	152625	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1306690	Indirect
Class A Common Stock	70000	Indirect
Class A Common Stock	70000	Indirect

Footnotes

F1: On March 10, 2021, Meritech Capital Partners V L.P. ("MCP V") distributed, for no consideration, 1,736,426 shares of Class A Common Stock (the "MCP V Shares") to its limited partners and to Meritech Capital Associates V L.L.C. ("GP V"), the general partner of MCP V, representing each such partner's pro rata interest in such MCP V Shares. On the same date, GP V distributed, for no consideration, the MCP V Shares it received in the distribution by MCP V to its members, representing each such member's pro rata interest in such MCP V Shares.

F2: Shares are held by MCP V. GP V, the general partner of MCP V, has sole voting and dispositive power with respect to the shares held by MCP V. Paul S. Madera ("Madera"), Robert D. Ward ("Ward"), George H. Bischof ("Bischof") and Craig Sherman ("Sherman"), the managing members of GP V, share voting and dispositive power with respect to the shares held by MCP V. Such persons and entities disclaim the existence of a "group" and disclaim beneficial ownership of the securities held by MCP V (and this report shall not be deemed an admission that any such person or entity is the beneficial owner of such securities) except to the extent of any pecuniary interest therein.

F3: On March 10, 2021, Meritech Capital Affiliates V L.P. ("MCA V") distributed, for no consideration, 76,266 shares of Class A Common Stock (the "MCA V Shares") to its limited partners, representing each such partner's pro rata interest in such MCA V Shares.

F4: Shares are held by MCA V. GP V, the general partner of MCA V, has sole voting and dispositive power with respect to the shares held by MCA V. Madera, Ward, Bischof and Sherman, the managing members of GP V, share voting and dispositive power with respect to the shares held by MCA V. Such persons and entities disclaim the existence of a "group" and disclaim beneficial ownership of the securities held by MCA V (and this report shall not be deemed an admission that any such person or entity is the beneficial owner of such securities) except to the extent of any pecuniary interest therein.

F5: On March 10, 2021, Meritech Capital Partners Sidecar V L.P. ("MCS V") distributed, for no consideration, 881,382 shares of Class A Common Stock (the "MCS V Shares") to its limited partners and to GP V, the general partner of MCS V, representing each such partner's pro rata interest in such MCS V Shares. On the same date, GP V distributed, for no consideration, the MCS V Shares it received in the distribution by MCS V to its members, representing each such member's pro rata interest in such MCS V Shares.

F6: Shares are held by MCS V. GP V, the general partner of MCS V, has sole voting and dispositive power with respect to the shares held by MCS V. Madera, Ward, Bischof and Sherman, the managing members of GP V, share voting and dispositive power with respect to the shares held by MCS V. Such persons and entities disclaim the existence of a "group" and disclaim beneficial ownership of the securities held by MCS V (and this report shall not be deemed an admission that any such person or entity is the beneficial owner of such securities) except to the extent of any pecuniary interest therein.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.00 to $69.96, inclusive. The reporting person undertakes to provide to 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.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.00 to $73.99, inclusive. The reporting person undertakes to provide to 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.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.00 to $74.11, inclusive. The reporting person undertakes to provide to 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.

F10: Represents shares received by Madera pursuant to pro rata distributions by MCP V, MCA V, MCS V and GP V, for no consideration, of shares of Class A Common Stock to their respective partners and such partners' members, as applicable.

F11: Shares are held of record by a family trust for which Madera is a trustee.

F12: Shares are held of record by a limited partnership for which Madera is a general partner.

F13: Represents shares received by Ward pursuant to pro rata distributions by MCP V, MCA V, MCS V and GP V, for no consideration, of shares of Class A Common Stock to their respective partners and such partners' members, as applicable.

F14: Shares are held of record by a family trust for which Ward is a trustee.

F15: Represents shares received by Bischof pursuant to pro rata distributions by MCP V, MCA V, MCS V and GP V, for no consideration, of shares of Class A Common Stock to their respective partners and such partners' members, as applicable.

F16: Shares are held of record by a family trust for which Bischof is a trustee.

F17: Represents shares received by Sherman pursuant to pro rata distributions by MCP V, MCA V, MCS V and GP V, for no consideration, of shares of Class A Common Stock to their respective partners and such partners' members, as applicable.

F18: Shares are held of record by a family trust for which Sherman is a trustee.