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Roblox Corp — Major Shareholding Notification 2024
Nov 14, 2024
29870_mrq_2024-11-14_750b7403-2e04-4fe6-b12d-da639d786fe7.zip
Major Shareholding Notification
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SC 13G/A 1 tm2427620d13_sc13ga.htm SC 13G/A
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13 d-1 (b),
(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 3)*
Roblox Corporation
(Name of Issuer)
Class A Common Stock, $0.0001 par value
(Title of Class of Securities)
771049 10 3
(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).
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CUSIP No. 771049 10 3 Page 2 of 23
| 1. | Name of Reporting Persons Altos Ventures IV, L.P. | |
|---|---|---|
| 2. | Check the Appropriate Box if a Member of a Group | |
| (See Instructions) (a) ¨ (b) x (1) | ||
| 3. | SEC USE ONLY | |
| 4. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 6,792,448 (2) |
| 6. | Shared Voting Power 0 | |
| 7. | Sole Dispositive Power 6,792,448 (2) | |
| 8. | Shared Dispositive Power 0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting | |
| Person 6,792,448 (2) | ||
| 10. | Check if the Aggregate Amount in Row (11) Excludes | |
| Certain Shares (See Instructions) ¨ | ||
| 11. | Percent of Class Represented by Amount in Row | |
| (11) 1.1% (3) | ||
| 12. | Type of Reporting Person (See Instructions) PN |
(1) This Schedule 13G is filed by Altos Ventures IV, L.P. (“Altos IV”), Altos Ventures IV Liquidity Fund, L.P. (“Altos IV LF”), Altos Roblox SPV 1, LLC (“AR SPV 1”), Altos Roblox SPV 2, LLC (“AR SPV 2”), Altos Ventures IV Reserve Fund, L.P. (“Altos IV RF”), Altos Roblox SPV 2020, LLC (“AR SPV 2020”), Altos Hybrid 2, L.P. (“Altos Hybrid 2”), Altos Hybrid 4, L.P. (“Altos Hybrid 4” and, collectively with Altos IV, Altos IV LF, AR SPV 1, AR SPV 2, Altos IV RF, AR SPV 2020 and Altos Hybrid 2, the “Altos Funds”), Altos Management Partners IV, LLC (“Altos IV GP”), Altos IV LR GP, LLC (“Altos IV LR GP”), Altos Hybrid 2 GP, LLC (“Altos Hybrid 2 GP”), Altos Hybrid 4 GP, LLC (“Altos Hybrid 4 GP”), Altos Roblox Management Partners, LLC (“Altos Roblox Management”), Altos Roblox 2020 Management Partners, LLC (“AR 2020 Management” and, collectively with Altos IV GP, Altos IV LR GP, Altos Hybrid 2 GP, Altos Hybrid 4 GP and Altos Roblox Management, the “General Partners and Managers”), Altos Ventures Management, Inc. (“AVMI”), Anthony P. Lee (“Lee”), Han Kim (“Kim”) and Hodong Nam (“Nam”) (collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The shares are held directly by Altos IV.
(3) The beneficial ownership percentage is based on a total of 607,546,629 shares of Class A Common Stock outstanding as of October 15, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the Securities and Exchange Commission on October 31, 2024.
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CUSIP No. 771049 10 3 Page 3 of 23
| 1. | Name of Reporting Persons Altos Ventures IV Liquidity Fund, L.P. | |
|---|---|---|
| 2. | Check the Appropriate Box if a Member of a Group | |
| (See Instructions) (a) ¨ (b) x (1) | ||
| 3. | SEC USE ONLY | |
| 4. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 12,250,589 (2) |
| 6. | Shared Voting Power 0 | |
| 7. | Sole Dispositive Power 12,250,589 (2) | |
| 8. | Shared Dispositive Power 0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting | |
| Person 12,250,589 (2) | ||
| 10. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |
| 11. | Percent of Class Represented by Amount in Row | |
| (11) 2.0% (3) | ||
| 12. | Type of Reporting Person (See Instructions) PN |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The shares are held directly by Altos IV LF.
(3) The beneficial ownership percentage is based on a total of 607,546,629 shares of Class A Common Stock outstanding as of October 15, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the Securities and Exchange Commission on October 31, 2024.
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CUSIP No. 771049 10 3 Page 4 of 23
| 1. | Name of Reporting Persons Altos Roblox SPV 1, LLC | |
|---|---|---|
| 2. | Check the Appropriate Box if a Member of a Group | |
| (See Instructions) (a) ¨ (b) x (1) | ||
| 3. | SEC USE ONLY | |
| 4. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 7,267,193 (2) |
| 6. | Shared Voting Power 0 | |
| 7. | Sole Dispositive Power 7,267,193 (2) | |
| 8. | Shared Dispositive Power 0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting | |
| Person 7,267,193 (2) | ||
| 10. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |
| 11. | Percent of Class Represented by Amount in Row | |
| (11) 1.2% (3) | ||
| 12. | Type of Reporting Person (See Instructions) OO |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The shares are held directly by AR SPV 1.
(3) The beneficial ownership percentage is based on a total of 607,546,629 shares of Class A Common Stock outstanding as of October 15, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the Securities and Exchange Commission on October 31, 2024.
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CUSIP No. 771049 10 3 Page 5 of 23
| 1. | Name of Reporting Persons Altos Roblox SPV 2, LLC | |
|---|---|---|
| 2. | Check the Appropriate Box if a Member of a Group | |
| (See Instructions) (a) ¨ (b) x (1) | ||
| 3. | SEC USE ONLY | |
| 4. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 1,140,979 (2) |
| 6. | Shared Voting Power 0 | |
| 7. | Sole Dispositive Power 1,140,979 (2) | |
| 8. | Shared Dispositive Power 0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting | |
| Person 1,140,979 (2) | ||
| 10. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |
| 11. | Percent of Class Represented by Amount in Row | |
| (11) 0.2% (3) | ||
| 12. | Type of Reporting Person (See Instructions) OO |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The shares are held directly by AR SPV 2.
(3) The beneficial ownership percentage is based on a total of 607,546,629 shares of Class A Common Stock outstanding as of October 15, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the Securities and Exchange Commission on October 31, 2024.
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CUSIP No. 771049 10 3 Page 6 of 23
| 1. | Name of Reporting Persons Altos Ventures IV Reserve Fund, L.P. | |
|---|---|---|
| 2. | Check the Appropriate Box if a Member of a Group | |
| (See Instructions) (a) ¨ (b) x (1) | ||
| 3. | SEC USE ONLY | |
| 4. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 265,718 (2) |
| 6. | Shared Voting Power 0 | |
| 7. | Sole Dispositive Power 265,718 (2) | |
| 8. | Shared Dispositive Power 0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting | |
| Person 265,718 (2) | ||
| 10. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |
| 11. | Percent of Class Represented by Amount in Row | |
| (11) 0.0% (3) | ||
| 12. | Type of Reporting Person (See Instructions) PN |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The shares are held directly by Altos IV RF.
(3) The beneficial ownership percentage is based on a total of 607,546,629 shares of Class A Common Stock outstanding as of October 15, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the Securities and Exchange Commission on October 31, 2024.
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CUSIP No. 771049 10 3 Page 7 of 23
| 1. | Name of Reporting Persons Altos Roblox SPV 2020, LLC | |
|---|---|---|
| 2. | Check the Appropriate Box if a Member of a Group | |
| (See Instructions) (a) ¨ (b) x (1) | ||
| 3. | SEC USE ONLY | |
| 4. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 5,681,003 (2) |
| 6. | Shared Voting Power 0 | |
| 7. | Sole Dispositive Power 5,681,003 (2) | |
| 8. | Shared Dispositive Power 0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting | |
| Person 5,681,003 (2) | ||
| 10. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |
| 11. | Percent of Class Represented by Amount in Row | |
| (11) 0.9% (3) | ||
| 12. | Type of Reporting Person (See Instructions) OO |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The shares are held directly by AR SPV 2020.
(3) The beneficial ownership percentage is based on a total of 607,546,629 shares of Class A Common Stock outstanding as of October 15, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the Securities and Exchange Commission on October 31, 2024.
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CUSIP No. 771049 10 3 Page 8 of 23
| 1. | Name of Reporting Persons Altos Hybrid 2, L.P. | |
|---|---|---|
| 2. | Check the Appropriate Box if a Member of a Group | |
| (See Instructions) (a) ¨ (b) x (1) | ||
| 3. | SEC USE ONLY | |
| 4. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 151,424 (2) |
| 6. | Shared Voting Power 0 | |
| 7. | Sole Dispositive Power 151,424 (2) | |
| 8. | Shared Dispositive Power 0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting | |
| Person 151,424 (2) | ||
| 10. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |
| 11. | Percent of Class Represented by Amount in Row | |
| (11) 0.0% (3) | ||
| 12. | Type of Reporting Person (See Instructions) PN |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The shares are held directly by Altos Hybrid 2.
(3) The beneficial ownership percentage is based on a total of 607,546,629 shares of Class A Common Stock outstanding as of October 15, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the Securities and Exchange Commission on October 31, 2024.
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CUSIP No. 771049 10 3 Page 9 of 23
| 1. | Name of Reporting Persons Altos Hybrid 4, L.P. | |
|---|---|---|
| 2. | Check the Appropriate Box if a Member of a Group | |
| (See Instructions) (a) ¨ (b) x (1) | ||
| 3. | SEC USE ONLY | |
| 4. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 111,112 (2) |
| 6. | Shared Voting Power 0 | |
| 7. | Sole Dispositive Power 111,112 (2) | |
| 8. | Shared Dispositive Power 0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting | |
| Person 111,112 (2) | ||
| 10. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |
| 11. | Percent of Class Represented by Amount in Row | |
| (11) 0.0% (3) | ||
| 12. | Type of Reporting Person (See Instructions) PN |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The shares are held directly by Altos Hybrid 4.
(3) The beneficial ownership percentage is based on a total of 607,546,629 shares of Class A Common Stock outstanding as of October 15, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the Securities and Exchange Commission on October 31, 2024.
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CUSIP No. 771049 10 3 Page 10 of 23
| 1. | Name of Reporting Persons Altos Management Partners IV, LLC | |
|---|---|---|
| 2. | Check the Appropriate Box if a Member of a Group | |
| (See Instructions) (a) ¨ (b) x (1) | ||
| 3. | SEC USE ONLY | |
| 4. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 6,792,448 (2) |
| 6. | Shared Voting Power 0 | |
| 7. | Sole Dispositive Power 6,792,448 (2) | |
| 8. | Shared Dispositive Power 0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting | |
| Person 6,792,448 (2) | ||
| 10. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |
| 11. | Percent of Class Represented by Amount in Row | |
| (11) 1.1% (3) | ||
| 12. | Type of Reporting Person (See Instructions) OO |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Consists of 6,792,448 shares held directly by Altos IV. Altos IV GP is the general partner of Altos IV and has voting and dispositive power with respect to these shares.
(3) The beneficial ownership percentage is based on a total of 607,546,629 shares of Class A Common Stock outstanding as of October 15, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the Securities and Exchange Commission on October 31, 2024.
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CUSIP No. 771049 10 3 Page 11 of 23
| 1. | Name of Reporting Persons Altos IV LR GP, LLC | |
|---|---|---|
| 2. | Check the Appropriate Box if a Member of a Group | |
| (See Instructions) (a) ¨ (b) x (1) | ||
| 3. | SEC USE ONLY | |
| 4. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 12,516,307 (2) |
| 6. | Shared Voting Power 0 | |
| 7. | Sole Dispositive Power 12,516,307 (2) | |
| 8. | Shared Dispositive Power 0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting | |
| Person 12,516,307 (2) | ||
| 10. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |
| 11. | Percent of Class Represented by Amount in Row | |
| (11) 2.1% (3) | ||
| 12. | Type of Reporting Person (See Instructions) OO |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Consists of (i) 12,250,589 shares held directly by Altos IV LF and (ii) 265,718 shares held directly by Altos IV RF. Altos IV LR GP is the general partner of Altos IV LF and Altos IV RF and has voting and dispositive power with respect to these shares.
(3) The beneficial ownership percentage is based on a total of 607,546,629 shares of Class A Common Stock outstanding as of October 15, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the Securities and Exchange Commission on October 31, 2024.
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CUSIP No. 771049 10 3 Page 12 of 23
| 1. | Name of Reporting Persons Altos Hybrid 2 GP, LLC | |
|---|---|---|
| 2. | Check the Appropriate Box if a Member of a Group | |
| (See Instructions) (a) ¨ (b) x (1) | ||
| 3. | SEC USE ONLY | |
| 4. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 151,424 (2) |
| 6. | Shared Voting Power 0 | |
| 7. | Sole Dispositive Power 151,424 (2) | |
| 8. | Shared Dispositive Power 0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting | |
| Person 151,424 (2) | ||
| 10. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |
| 11. | Percent of Class Represented by Amount in Row | |
| (11) 0.0% (3) | ||
| 12. | Type of Reporting Person (See Instructions) OO |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Consists of 151,424 shares held directly by Altos Hybrid 2. Altos Hybrid 2 GP is the general partner of Altos Hybrid 2 and has voting and dispositive power with respect to these shares.
(3) The beneficial ownership percentage is based on a total of 607,546,629 shares of Class A Common Stock outstanding as of October 15, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the Securities and Exchange Commission on October 31, 2024.
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CUSIP No. 771049 10 3 Page 13 of 23
| 1. | Name of Reporting Persons Altos Hybrid 4 GP, LLC | |
|---|---|---|
| 2. | Check the Appropriate Box if a Member of a Group | |
| (See Instructions) (a) ¨ (b) x (1) | ||
| 3. | SEC USE ONLY | |
| 4. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 111,112 (2) |
| 6. | Shared Voting Power 0 | |
| 7. | Sole Dispositive Power 111,112 (2) | |
| 8. | Shared Dispositive Power 0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting | |
| Person 111,112 (2) | ||
| 10. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |
| 11. | Percent of Class Represented by Amount in Row | |
| (11) 0.0% (3) | ||
| 12. | Type of Reporting Person (See Instructions) OO |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Consists of 111,112 shares held directly by Altos Hybrid 4. Altos Hybrid 4 GP is the general partner of Altos Hybrid 4 and has voting and dispositive power with respect to these shares.
(3) The beneficial ownership percentage is based on a total of 607,546,629 shares of Class A Common Stock outstanding as of October 15, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the Securities and Exchange Commission on October 31, 2024.
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CUSIP No. 771049 10 3 Page 14 of 23
| 1. | Name of Reporting Persons Altos Roblox Management Partners, LLC | |
|---|---|---|
| 2. | Check the Appropriate Box if a Member of a Group | |
| (See Instructions) (a) ¨ (b) x (1) | ||
| 3. | SEC USE ONLY | |
| 4. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 8,408,172 (2) |
| 6. | Shared Voting Power 0 | |
| 7. | Sole Dispositive Power 8,408,172 (2) | |
| 8. | Shared Dispositive Power 0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting | |
| Person 8,408,172 (2) | ||
| 10. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |
| 11. | Percent of Class Represented by Amount in Row | |
| (11) 1.4% (3) | ||
| 12. | Type of Reporting Person (See Instructions) OO |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Consists of (i) 7,267,193 shares held directly by AR SPV 1 and (ii) 1,140,979 shares held directly by AR SPV 2. Altos Roblox Management is the manager of each of AR SPV 1 and AR SPV 2 and has voting and dispositive power with respect to these shares.
(3) The beneficial ownership percentage is based on a total of 607,546,629 shares of Class A Common Stock outstanding as of October 15, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the Securities and Exchange Commission on October 31, 2024.
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CUSIP No. 771049 10 3 Page 15 of 23
| 1. | Name of Reporting Persons Altos Roblox 2020 Management Partners, LLC | |
|---|---|---|
| 2. | Check the Appropriate Box if a Member of a Group | |
| (See Instructions) (a) ¨ (b) x (1) | ||
| 3. | SEC USE ONLY | |
| 4. | Citizenship or Place of Organization Delaware | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 5,681,003 (2) |
| 6. | Shared Voting Power 0 | |
| 7. | Sole Dispositive Power 5,681,003 (2) | |
| 8. | Shared Dispositive Power 0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting | |
| Person 5,681,003 (2) | ||
| 10. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |
| 11. | Percent of Class Represented by Amount in Row | |
| (11) 0.9% (3) | ||
| 12. | Type of Reporting Person (See Instructions) OO |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Consists of 5,681,003 shares held directly by AR SPV 2020. AR 2020 Management is the manager of AR SPV 2020 and has voting and dispositive power with respect to these shares.
(3) The beneficial ownership percentage is based on a total of 607,546,629 shares of Class A Common Stock outstanding as of October 15, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the Securities and Exchange Commission on October 31, 2024.
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CUSIP No. 771049 10 3 Page 16 of 23
| 1. | Name of Reporting Persons Altos Ventures Management, Inc. | |
|---|---|---|
| 2. | Check the Appropriate Box if a Member of a Group | |
| (See Instructions) (a) ¨ (b) x (1) | ||
| 3. | SEC USE ONLY | |
| 4. | Citizenship or Place of Organization California | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 5. | Sole Voting Power 0 |
| 6. | Shared Voting Power 0 | |
| 7. | Sole Dispositive Power 0 | |
| 8. | Shared Dispositive Power 0 | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting | |
| Person 0 | ||
| 10. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |
| 11. | Percent of Class Represented by Amount in Row | |
| (11) 0.0% (2) | ||
| 12. | Type of Reporting Person (See Instructions) CO |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) The beneficial ownership percentage is based on a total of 607,546,629 shares of Class A Common Stock outstanding as of October 15, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the Securities and Exchange Commission on October 31, 2024.
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CUSIP No. 771049 10 3 Page 17 of 23
| 1. | Name of Reporting Persons Anthony P. Lee | |
|---|---|---|
| 2. | Check the Appropriate Box if a Member of a Group | |
| (See Instructions) (a) ¨ (b) x (1) | ||
| 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 6,066,116 |
| 6. | Shared Voting Power 33,660,466 (2) | |
| 7. | Sole Dispositive Power 6,066,116 | |
| 8. | Shared Voting Power 33,660,466 (2) | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting | |
| Person 39,726,582 (2) | ||
| 10. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |
| 11. | Percent of Class Represented by Amount in Row | |
| (11) 6.5% (3) | ||
| 12. | Type of Reporting Person (See Instructions) IN |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes an aggregate of 33,660,466 shares held directly by the Altos Funds. The Reporting Person is a managing member of each of the General Partners and Managers and a member of the Board of Directors of AVMI, Inc., and shares voting and dispositive power with respect to these shares.
(3) The beneficial ownership percentage is based on a total of 607,546,629 shares of Class A Common Stock outstanding as of October 15, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the Securities and Exchange Commission on October 31, 2024.
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CUSIP No. 771049 10 3 Page 18 of 23
| 1. | Name of Reporting Persons Han Kim | |
|---|---|---|
| 2. | Check the Appropriate Box if a Member of a Group | |
| (See Instructions) (a) ¨ (b) x (1) | ||
| 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 5,602,840 |
| 6. | Shared Voting Power 33,660,466 (2) | |
| 7. | Sole Dispositive Power 5,602,840 | |
| 8. | Shared Voting Power 33,660,466 (2) | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting | |
| Person 39,263,306 (2) | ||
| 10. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |
| 11. | Percent of Class Represented by Amount in Row | |
| (11) 6.5% (3) | ||
| 12. | Type of Reporting Person (See Instructions) IN |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes an aggregate of 33,660,466 shares held directly by the Altos Funds. The Reporting Person is a managing member of each of the General Partners and Managers and a member of the Board of Directors of AVMI, Inc., and shares voting and dispositive power with respect to these shares.
(3) The beneficial ownership percentage is based on a total of 607,546,629 shares of Class A Common Stock outstanding as of October 15, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the Securities and Exchange Commission on October 31, 2024.
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CUSIP No. 771049 10 3 Page 19 of 23
| 1. | Name of Reporting Persons Hodong Nam | |
|---|---|---|
| 2. | Check the Appropriate Box if a Member of a Group | |
| (See Instructions) (a) ¨ (b) x (1) | ||
| 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 5,803,163 |
| 6. | Shared Voting Power 33,660,466 (2) | |
| 7. | Sole Dispositive Power 5,803,163 | |
| 8. | Shared Voting Power 33,660,466 (2) | |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting | |
| Person 39,463,629 (2) | ||
| 10. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ | |
| 11. | Percent of Class Represented by Amount in Row | |
| (11) 6.5% (3) | ||
| 12. | Type of Reporting Person (See Instructions) IN |
(1) This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2) Includes an aggregate of 33,660,466 shares held directly by the Altos Funds. The Reporting Person is a managing member of each of the General Partners and Managers and a member of the Board of Directors of AVMI, Inc., and shares voting and dispositive power with respect to these shares.
(3) The beneficial ownership percentage is based on a total of 607,546,629 shares of Class A Common Stock outstanding as of October 15, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the Securities and Exchange Commission on October 31, 2024.
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CUSIP No. 771049 10 3 Page 20 of 23
Introductory Note: This statement on Schedule 13G is being filed by the Reporting Persons in respect of Class A Common Stock of Roblox Corporation (the “Issuer”).
Item 1(a) Name of Issuer
Roblox Corporation
Item 1(b) Address of Issuer's Principal Executive Offices
970 Park Place
San Mateo, California, 94403
Item 2(a) Name of Person Filing
Altos Ventures IV, L.P. (“Altos IV”)
Altos Ventures IV Liquidity Fund, L.P. (“Altos IV LF”)
Altos Roblox SPV 1, LLC (“AR SPV 1”)
Altos Roblox SPV 2, LLC (“AR SPV 2”) Altos Ventures IV Reserve Fund, L.P. (“Altos IV RF”)
Altos Roblox SPV 2020, LLC (“AR SPV 2020”)
Altos Hybrid 2, L.P. (“Altos Hybrid 2”)
Altos Hybrid 4, L.P. (“Altos Hybrid 4”)
Altos Management Partners IV, LLC (“Altos IV GP”)
Altos IV LR GP, LLC (“Altos IV LR GP”)
Altos Hybrid 2 GP, LLC (“Altos Hybrid 2 GP”)
Altos Hybrid 4 GP, LLC (“Altos Hybrid 4 GP”)
Altos Roblox Management Partners, LLC (“Altos Roblox Management”)
Altos Roblox 2020 Management Partners, LLC (“AR 2020 Management”)
Altos Ventures Management, Inc. (“AVMI”)
Anthony P. Lee (“Lee”)
Han Kim (“Kim”)
Hodong Nam (“Nam”)
Item 2(b) Address of Principal Business Office or, if none, Residence
250 California Drive, Floor 4
Burlingame, CA 94010
Item 2(c) Citizenship
Altos IV—Delaware
Altos IV LF—Delaware
AR SPV 1—Delaware
AR SPV 2—Delaware Altos IV RF—Delaware
AR SPV 2020—Delaware
Altos Hybrid 2—Delaware
Altos Hybrid 4—Delaware
Altos IV GP—Delaware
Altos IV LR GP—Delaware
Altos Hybrid 2 GP—Delaware
Altos Hybrid 4 GP—Delaware
Altos Roblox Management—Delaware
AR 2020 Management—Delaware
AVMI—California
Lee—United States of America
Kim—United States of America
Nam—United States of America
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CUSIP No. 771049 10 3 Page 21 of 23
Item 2(d) Title of Class of Securities
Class A Common Stock, $0.0001 par value
Item 2(e) CUSIP Number
771049 10 3
Item 3 Not applicable.
Item 4 Ownership
| (a) | Amount beneficially owned: See line 9 of pages 2 to 19, which are hereby incorporated by reference | | | --- | --- | --- | | (b) | Percent of class: See line 11 of pages 2 to 19, which are hereby incorporated by reference | | | (c) | Number of shares as to which the person has: | | | | (i) | Sole power to vote or to direct the vote See line 5 of pages 2 to 19, which are hereby incorporated by reference | | | (ii) | Shared power to vote or to direct the vote See line 6 of pages 2 to 19, which are hereby incorporated by reference | | | (iii) | Sole power to dispose or to direct the disposition of See line 7 of pages 2 to 19, which are hereby incorporated by reference | | | (iv) | Shared power to dispose or to direct the disposition of See line 8 of pages 2 to 19, which are hereby incorporated by reference |
Item 5 Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨ .
Item 6 Ownership of More than Five Percent 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
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.
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CUSIP No. 771049 10 3 Page 22 of 23
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.
November 14, 2024
| Altos
| Ventures IV, L.P. | |
|---|---|
| By | |
| Altos Management Partners IV, LLC, its General Partner | |
| By: | /s/ |
| Anthony P. Lee | |
| Anthony | |
| P. Lee, Managing Director | |
| Altos | |
| Management Partners IV, LLC | |
| By: | /s/ |
| Anthony P. Lee | |
| Anthony | |
| P. Lee, Managing Director | |
| Altos | |
| Ventures IV Liquidity Fund, L.P. | |
| Altos | |
| Ventures IV Reserve Fund, L.P. | |
| By | |
| Altos IV LR GP, LLC, their General Partner | |
| By: | /s/ Anthony |
| P. Lee | |
| Anthony | |
| P. Lee, Managing Director | |
| ALTOS | |
| IV LR GP, LLC | |
| By: | /s/ Anthony |
| P. Lee | |
| Anthony | |
| P. Lee, Managing Director | |
| Altos | |
| Hybrid 2, L.P. | |
| By | |
| Altos Hybrid 2 GP, LLC, its General Partner | |
| By: | /s/ Anthony P. Lee |
| Anthony | |
| P. Lee, Managing Director | |
| ALTOS | |
| HYBRID 2 GP, LLC | |
| By: | /s/ Anthony P. Lee |
| Anthony | |
| P. Lee, Managing Director | |
| Altos | |
| Hybrid 4, L.P. | |
| By | |
| Altos Hybrid 4 GP, LLC, its General Partner | |
| By: | /s/ Anthony P. Lee |
| Anthony | |
| P. Lee, Managing Director | |
| ALTOS | |
| HYBRID 4 GP, LLC | |
| By: | /s/ Anthony P. Lee |
| Anthony | |
| P. Lee, Managing Director | |
| Altos | |
| Roblox SPV 1, LLC | |
| Altos | |
| Roblox SPV 2, LLC | |
| By | |
| Altos Roblox Management Partners, LLC, their Manager | |
| By: | /s/ |
| Anthony P. Lee | |
| Anthony | |
| P. Lee, Managing Member | |
| ALTOS | |
| ROBLOX MANAGEMENT PARTNERS, LLC | |
| By: | /s/ |
| Anthony P. Lee | |
| Anthony | |
| P. Lee, Managing Member | |
| Altos | |
| Roblox SPV 2020, LLC | |
| By | |
| Altos Roblox 2020 Management Partners, LLC, its Manager | |
| By: | /s/ |
| Anthony P. Lee | |
| Anthony | |
| P. Lee, Managing Member | |
| ALTOS | |
| ROBLOX 2020 MANAGEMENT PARTNERS, LLC | |
| By: | /s/ |
| Anthony P. Lee | |
| Anthony | |
| P. Lee, Managing Member | |
| ALTOS | |
| VENTURES MANAGEMENT, INC. | |
| By: | /s/ Anthony |
| P. Lee | |
| Anthony | |
| P. Lee, Vice President |
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CUSIP No. 771049 10 3 Page 23 of 23
| /s/ Anthony P. Lee |
|---|
| Anthony P. Lee |
| /s/ Han Kim |
| HAN KIM |
| /s/ Hodong Nam |
| Hodong Nam |
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