Michael Guthrie - Mar 1, 2024 Form 4 Insider Report for Roblox Corp (RBLX)

Signature
/s/ Mark Reinstra Attorney-in-Fact for Michael J. Guthrie
Stock symbol
RBLX
Transactions as of
Mar 1, 2024
Transactions value $
-$1,204,380
Form type
4
Date filed
3/5/2024, 06:21 PM
Previous filing
Feb 22, 2024
Next filing
Apr 4, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RBLX Class A Common Stock Award $0 +163K +69.8% $0.00 397K Mar 1, 2024 Direct F1, F2
transaction RBLX Class A Common Stock Options Exercise $15.9K +30K +7.56% $0.53* 427K Mar 4, 2024 Direct F2
transaction RBLX Class A Common Stock Sale -$1.15M -28.4K -6.66% $40.64 398K Mar 4, 2024 Direct F2, F3, F4
transaction RBLX Class A Common Stock Sale -$66.2K -1.6K -0.4% $41.40 397K Mar 4, 2024 Direct F2, F3, F5
holding RBLX Class A Common Stock 61.4K Mar 1, 2024 See Footnote F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction RBLX Performance Stock Unit Award $0 +176K $0.00 176K Mar 1, 2024 Class A Common Stock 176K Direct F7, F8, F9
transaction RBLX Stock Option (Right to Buy) Options Exercise $0 -30K -1.79% $0.00 1.64M Mar 4, 2024 Class A Common Stock 30K $0.53 Direct F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id Content
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 The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 Plan adopted by the Reporting Person on November 18, 2023.
F4 The price reported in column 4 is an average price. These shares were sold in multiple transactions at prices ranging from $40.27 to $41.02, 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.
F5 The price reported in column 4 is an average price. These shares were sold in multiple transactions at prices ranging from $41.29 to $41.50, 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.
F6 These shares are held by the Guthrie Family Irrevocable GST Exempt Trust dtd. 10/29/2021. The Reporting Person may be deemed to have beneficial ownership of the securities held by the trust.
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 1/48th of the shares subject to the option vested on February 5, 2019, 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.