Shares beneficially owned
Class A Class B†
Total Voting
%+Shares % Shares %
Named Executive Officers and Directors
David Baszucki
()
Daniel Sturman
()
* — — *
Craig Donato
()
* — — *
Michael Guthrie
()
* — — *
Manuel Bronstein
()
* — — *
Gina Mastantuono
()
— * — — *
Gregory Baszucki
()
— — *
Christopher Carvalho
()
* — — *
Anthony P Lee
()
— —
Andrea Wong
()
* — — *
All executive officers and directors as group ( persons)
()
Greater than Stockholders
Entities affiliated with Altos Ventures
()
— —
Entities affiliated with Morgan Stanley
()
— —
* Represents beneficial ownership of less than 1% of the outstanding shares of our common stock.
† The Class B common stock is convertible at any time by the holder into shares of Class A common stock on a share-for-share basis, such that
each holder of Class B common stock beneficially owns an equivalent number of Class A common stock.
+ Percentage of total voting power represents voting power with respect to all shares of Class A common stock and Class B common stock as
one class. Each holder of our Class A common stock is entitled to one vote per share, each holder of our Class B common stock is entitled
to 20 votes per share. Holders of our Class A common stock and Class B common stock will vote together as one class on all matters
submitted to a vote of our stockholders, except as expressly provided in our amended and restated certificate of incorporation or required by
applicable law.
(1)
Includes one share of Class A common stock held directly by Mr. Baszucki, 375,000 shares of Class A common stock and 12,773,474 shares of
Class B common stock held of record by the 2020 David Baszucki Gift Trust for which Mr. Baszucki’s spouse serves as the party who exercises
voting and investment control, 1,312,500 shares of Class A common stock and 25,790,354 shares of Class B common stock held of record
by The Freedom Revocable Trust dated February 28, 2017, as amended for which Mr. Baszucki serves as trustee and exercises voting and
investment control, 750,000 shares of Class A common stock and 12,773,474 shares of Class B common stock held of record by the 2020 Jan
Baszucki Gift Trust for which Mr. Baszucki serves as the party who exercises voting and investment control. Also includes 10,363,706 shares of
Class A common stock subject to outstanding options which are exercisable within 60 days of February 28, 2022.
(2)
Includes 88,105 shares of Class A common stock held directly by Mr. Sturman, 111,982 shares of Class A common stock held of record by Lucy
Simon LLC for which the spouse of Mr. Sturman serves as manager and exercises voting and investment control and 111,983 shares of Class
A common stock held of record Mo Red LLC for which Mr. Sturman serves as manager and exercises voting and investment control. Also
includes 112,299 shares of Class A common stock subject to outstanding options which are exercisable within 60 days of February 28, 2022.
(3)
Includes 989,036 shares of Class A common stock held directly by Mr. Donato, 45,000 shares of Class A common stock held by the Donato
Generation Skipping Trust for which Mr. Donato serves as a co-trustee and exercises voting and investment control and 40,000 shares of
Class A common stock held by Donato Family Foundation for which Mr. Donato serves as a member of the board and exercises voting and
investment control. Also includes 220,835 shares of Class A common stock subject to outstanding options which are exercisable within
60 days of February 28, 2022.
(4)
Includes 2,628 shares of Class A common stock held directly by Mr. Guthrie. Also includes 1,834,890 shares of Class A common stock subject
to outstanding options which are exercisable within 60 days of February 28, 2022.
(5)
Includes 48,767 shares of Class A common stock held directly by Mr. Bronstein.
(6)
Ms. Mastantuono joined our board of directors in April 2021. No shares of Class A common stock subject to the RSUs issued to her have
vested as of February 28, 2022 or will become issuable upon the vesting of such RSUs within 60 days of February 28, 2022.
(7)
Includes 1,319,500 shares of Class A common stock held of record by Morgan Stanley Roth IRA as custodian for the Greg Baszucki IRA,
9,913,603 shares of Class A common stock held of record by the Greg and Christina Baszucki Living Trust Agreement dated August 18, 2006,
for which Mr. Baszucki serves as trustee, 869,250 shares of Class A common stock held of record by Bessemer Trust Company of Delaware,
N.A., as trustee of the Crossbow Dynasty Trust, dated November 13, 2020 and 869,250 shares of Class A common stock held of record by
Bessemer Trust Company of Delaware, N.A., as trustee of the Morningstar Dynasty Trust, dated November 13, 2020. Mr. Baszucki exercises
voting and investment control over all of these shares. Also includes 1,168,650 shares of Class A common stock subject to outstanding options
which are exercisable within 60 days of February 28, 2022.
(8)
Includes 1,229,476 shares of Class A common stock held directly by Mr. Carvalho and 160,968 shares of Class A common stock held by the
Christopher P. Carvalho Revocable Trust UTD 10/11/2017 for which Mr. Carvalho is the trustee and exercises voting and investment control. Also
includes 116,866 shares of Class A common stock subject to outstanding options which are exercisable within 60 days of February 28, 2022.
(9)
Based solely on a Schedule 13G filed with the SEC on February 14, 2022 reporting stock ownership as of December 31, 2021, includes 16,317,319
shares of Class A common stock held of record by Altos Ventures IV, LP, 29,429,286 shares of Class A common stock held of record by Altos
Ventures IV Liquidity Fund, L.P., 19,595,485 shares of Class A common stock held of record by Altos Roblox SPV 1, LLC, 2,740,938 shares of
Class A common stock held of record by Altos Roblox SPV 2, LLC, 612,950 shares of Class A common stock held of record by Altos Ventures
IV Reserve Fund, L.P., 13,647,326 shares of Class A common stock held of record by Altos Roblox SPV 2020, LLC, 327,380 shares of Class A
common stock held of record by Altos Hybrid 2, LP, 111,112 shares of Class A common stock held of record by Altos Hybrid 4, LP (collectively,
the “Altos Funds”) and 33,330 shares of Class A common stock held of record by Altos Ventures Management, Inc. (“AVMI”). The general
57 2022 PROXY STATEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT