ROKU, INC — Director's Dealing 2017

Dec 19, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ROKU, INC (ROKU)
CIK: 0001428439
Period of Report: 2017-12-15

Reporting Person: Rothrock Ray A. (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-12-15	Stock Option (right to buy)	$4.08	M	83333	Disposed	2024-08-03	Class B Common Stock (83333)	Direct
2017-12-15	Class B Common Stock	$	M	83333	Acquired		Class A Common Stock (83333)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (90579)	90579	Indirect

Footnotes

F1: 1/48 of the Option vests in equal monthly installments one month from 8/4/2014. The shares subject to this option have been early exercised, subject to the Issuer's right to repurchase with respect to the unvested portion.

F2: Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock and has no expiration date. The Class B Common Stock will convert automatically into Class A Common Stock upon the earlier of: (i) any transfer except for certain "Permitted Transfers" as defined in the Issuer's Amended and Restated Certificate of Incorporation, (ii) the first "Trading Day," as defined in the Issuer's restated certificate of incorporation, falling on or after the date on which the shares of Class B Common Stock represent less than 10% of the aggregate number of outstanding shares of Class A Common Stock and Class B Common Stock or (iii) the vote of the holders of Class B Common Stock representing at least 66-2/3% of the shares of Class B Common Stock.

F3: The Class B Common Stock has no expiration date.

F4: No shares have been sold by the Reporting Person and the shares are subject to a Lock-Up Agreement for a period of 180 days following the date of the Final Prospectus relating to the Public Offering of Class A Common Stock of the Issuer pursuant to a Registration Statement filed by the Issuer with the Securities and Exchange Commission.

F5: Shares are held by FiftySix Investments, LLC.

F6: Mr. Rothrock is a Manager of FiftySix Investments, LLC and may be deemed to have shared voting and investment power over the shares held by FiftySix Investments, LLC. Mr. Rothrock disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.