Roblox chief legal officer and corporate secretary Mark Reinstra sold 19,525 shares for $1.29 million on Feb 11, 2025
Mark Reinstra, Roblox's chief legal officer and corporate secretary, sold 19,525 shares at an average price of $65.944 a share on Feb 11, 2025, for a total of $1.29 million. A footnote says the shares were sold to cover tax withholding on the vesting of performance stock units, and that the sale was mandated by Roblox's election under its equity plans and was not a discretionary sale by him. The shares sold were held directly, and the form states 339,206 shares held directly after the sale; the form's Rule 10b5-1 box, which marks sales made under a pre-arranged trading plan, was not ticked. The Form 4, the form an insider files when trading the company's shares, was filed on Feb 12, 2025 and can be opened on SEC EDGAR.1,2,3,4,5,6,7,8,9,10,11,12,13,14
How each figure was checked
- the reporting owner as filedMark Reinstra
- the names the form was signed withAdele Freedman Attorney-in-Fact for Mark Reinstra
- the reporting owner's role at the companyofficer (Chief Legal Off. & Corp. Sec.)
- side of the tradesale
- shares sold19,525
- average price per share$65.94
- date of the saleFeb 11, 2025
- value of the sale$1.29 million
- footnote: the sale covered tax withholding on the vesting of performance stock unitssold to cover tax withholding on vesting of PSUsFootnotes of the Form 4 filed Feb 12, 2025 (SEC EDGAR) ↗
- footnote: the sale was mandated by the company's election and was not discretionarysale mandated by the issuer's election, not discretionaryFootnotes of the Form 4 filed Feb 12, 2025 (SEC EDGAR) ↗
- how the sale lines are held1 sale line held directly
- the shares held after the saleafter the last sale line the form states 339206 shares of Class A Common Stock held directly
- the Rule 10b5-1 checkboxnot ticked: the filing marks no transaction on the form as made under a Rule 10b5-1 plan
- day the Form 4 was filedFeb 12, 2025
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The record
- Issuer
- Roblox (CIK 1315098, filed as Roblox Corp)
- Form
- 4
- Accession
- 0001315098-25-000029
- Filed
- Feb 12, 2025
- Period of report
- Feb 10, 2025
- Reporting owner
- Mark Reinstra (CIK 1835037, filed as Reinstra Mark)
- Relationship
- officer (Chief Legal Off. & Corp. Sec.)
- Rule 10b5-1 checkbox
- Not ticked
- Line 1
- M (exercise of a derivative security) · 77,570 Class A Common Stock at $0.00 · Feb 10, 2025 · acquired, directly · 358,731 held after · footnotes F1, F2 and F3
- Line 2
- S (sale) · 19,525 Class A Common Stock at $65.944 · Feb 11, 2025 · disposed, directly · 339,206 held after · footnotes F3, F4 and F5
- Derivative line 1
- M (exercise of a derivative security) · 77,570 Performance Stock Unit at $0.00 · Feb 10, 2025 · disposed, directly · 0 held after · footnotes F11 and F12
- Footnote F1
- Upon certification of the achievement of certain performance criteria as approved by the Issuer's Leadership Development and Compensation Committee and the reporting person's continued service, 38,785 performance stock units ("PSUs") vested on February 10, 2025 and an additional 38,785 PSUs vest on April 13, 2026, subject to continued service.
- Footnote F2
- Each PSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.
- Footnote F3
- 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.
- Footnote F4
- Represents the number of shares sold to cover the statutory tax withholding obligations in connection with the vesting of performance stock units ("PSUs"). This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of minimum statutory tax withholding obligations to be funded by a "sell-to-cover" transaction and does not represent a discretionary sale by the Reporting Person.
- Footnote F5
- The price reported in column 4 is an average price. These shares were sold in multiple transactions at prices ranging from $65.49 to $66.31, 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.
- Footnote F6
- These shares are held directly by the San Domenico Trust dated August 12, 1999 for which the reporting person serves as trustee. The Reporting Person may be deemed to have beneficial ownership over the securities held by the trust.
- Footnote F7
- These shares are held directly by the Mark L. Reinstra 2023 Annuity Trust for which the Reporting Person serves as trustee. The Reporting Person may be deemed to have beneficial ownership of the securities held by the Annuity Trust.
- Footnote F8
- These shares are held directly by the Mark L. Reinstra 2022 Annuity Trust for which the Reporting Person serves as trustee. The Reporting Person may be deemed to have beneficial ownership of the securities held by the Annuity Trust.
- Footnote F9
- These shares are held directly by the Susan P. Reinstra 2023 Annuity Trust for which the Reporting Person serves as trustee. The spouse of the Reporting Person may be deemed to have beneficial ownership of the securities held by the Annuity Trust.
- Footnote F10
- These shares are held directly by the Susan P. Reinstra 2022 Annuity Trust for which the Reporting Person serves as trustee. The spouse of the Reporting Person may be deemed to have beneficial ownership of the securities held by the Annuity Trust.
- Footnote F11
- Each performance stock unit represents a contingent right to receive one share of the Issuer's Class A Common Stock.
- Footnote F12
- The vesting of the PSUs was subject to the satisfaction of both a performance-based requirement and a service-based requirement. A portion of the performance-based requirement was satisfied based on the achievement of certain cumulative bookings and EBITDA targets by the Issuer during the performance period. The Issuer's Leadership Development and Compensation Committee certified the award of 77,570 PSUs and the remaining 11,224 PSUs were forfeited.
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