Roblox Corp — Director's Dealing 2024

Mar 6, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Roblox Corp (RBLX)
CIK: 0001315098
Period of Report: 2024-03-01

Reporting Person: Baszucki David (Director, President & CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-03-01	Class A Common Stock	A	148844	—	Acquired	148845	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-03-01	Performance Stock Unit	$	A	893068	Acquired		Class A Common Stock (893068)	Direct
2024-03-01	Restricted Stock Unit	$0	D	11500000	Disposed	2028-03-02	Class A Common Stock (11500000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	729167	Indirect
Class A Common Stock	354167	Indirect
Class A Common Stock	875	Indirect
Class A Common Stock	2233631	Indirect

Footnotes

F1: 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. 1/12th of the RSUs shall vest on May 20, 2024 and 1/12th of the
RSUs shall vest quarterly thereafter, subject to the Reporting Person continuing as a service provider through each such date.

F2: 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.

F3: 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.

F4: 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.

F5: 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.

F6: 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.

F7: Each performance stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock.

F8: Represents that maximum number of shares of Class A Common Stock which may be issued under this award.

F9: 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 covenant adjusted 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.

F10: The issuer cancelled the award because it determined that the award was no longer satisfying the compensation objectives for the Reporting Person that were set at the time of the grant of the award. None of the stock price goals associated with the award were achieved and no shares subject to the award have vested.

F11: The restricted stock unit is divided into seven tranches that are eligible to vest based on the achievement of the Company's stock price goals, beginning on the two year anniversary of the Company's initial public offering and ending on the seven year anniversary of the Company's initial public offering, provided that in each case, the Reporting Person continues to be a service provider to the Company on such date and that for each tranche, the stock price goal set forth in the restricted stock unit agreement between the Company and the Reporting Person for the corresponding annual period has been achieved.