| Item 1. | |
| (a) | Name of issuer:
Roblox Corp |
| (b) | Address of issuer's principal executive offices:
970 PARK PLACE, SAN MATEO, CA, 94403. |
| Item 2. | |
| (a) | Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
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")
Anthony P. Lee ("Lee")
Han Kim ("Kim")
Hodong Nam ("Nam") |
| (b) | Address or principal business office or, if none, residence:
250 California Drive, Floor 4
Burlingame, CA 94010 |
| (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
Lee United States
Kim United States
Nam United States
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| (d) | Title of class of securities:
Class A Common Stock, $0.0001 par value |
| (e) | CUSIP No.:
771049103 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the number of shares of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2024 and is incorporated by reference.
The Reporting Persons' ownership of the Issuer's securities consists of the following: (i) 3,241,851 shares held directly by Altos IV; (ii) 5,846,872 shares held directly by Altos IV LF; (iii) 2,335,883 shares held directly by AR SPV 1; (iv) 544,558 shares held directly AR SPV 2; (v) 126,819 shares held directly by Altos IV RF; (vi) 2,711,387 shares held directly by AR SPV 2020; (vii) 72,270 shares held directly by Altos Hybrid 2; (viii) 111,112 shares held directly by Altos Hybrid 4; (ix) 7,425,439 shares held by Lee; (x) 6,127,167 shares held by Kim; and (xi) 6,840,689 shares held by Nam.
Altos IV GP is the general partner of Altos IV and has voting and dispositive power with respect to the shares held by Altos IV. Altos IV LR GP is the general partner of each of Altos IV LF and Altos IV RF and has voting and dispositive power with respect to the shares held by each of Altos IV LF and Altos IV RF. 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 the shares held by each of AR SPV 1 and AR SPV 2. AR 2020 Management is the manager of AR SPV 2020 and has voting and dispositive power with respect to the shares held by AR SPV 2020. Altos Hybrid 2 GP is the general partner of Altos Hybrid 2 and has voting and dispositive power with respect to the shares held by Altos Hybrid 2. Altos Hybrid 4 GP is the general partner of Altos Hybrid 4 and has voting and dispositive power with respect to the shares held by Altos Hybrid 4. Each of Lee, Kim and Nam is a managing member of each of Altos IV GP, Altos IV LR GP, Altos Roblox Management, AR 2020 Management, Altos Hybrid 2 GP and Altos Hybrid 4 GP and has voting and dispositive power with respect to the shares held by each of Altos IV, Altos IV LF, AR SPV 1, AR SPV 2, Altos IV RF, AR SPV 2020, Altos Hybrid 2 and Altos Hybrid 4.
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| (b) | Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of the shares of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2024 and is incorporated by reference. The percentage set forth in Row 11 of each Reporting Person's cover page is based upon 607,546,629 shares of the Issuer's Class A Common Stock outstanding as of October 15, 2024 as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on October 31, 2024.
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| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page, as supplemented by the information described in Item 4(a) above, sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2024 and is incorporated by reference.
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| | (ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page, as supplemented by the information described in Item 4(a) above, sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2024 and is incorporated by reference.
|
| | (iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page, as supplemented by the information described in Item 4(a) above, sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2024 and is incorporated by reference.
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| | (iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page, as supplemented by the information described in Item 4(a) above, sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2024 and is incorporated by reference.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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