ROKU, INC — Director's Dealing 2017

Sep 27, 2017

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: ROKU, INC (ROKU)
CIK: 0001428439
Period of Report: 2017-09-27

Reporting Person: LEFF DANIEL V (Director)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock (726216)		Indirect

Footnotes

F1: 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. Following the closing of the Issuer's sale of its Class A Common Stock in its initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, 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 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.

F2: Shares held by Luminari Capital, L.P.

F3: Mr. Leff does not own shares in his individual capacity. The shares are owned directly by Luminari Capital, L.P. ("Luminari Capital"). The general partner of Luminari Capital is Luminari Capital Partners, LLC, of which Daniel Leff is the managing member. Daniel Leff may be deemed to have sole voting and investment power over the shares held by Luminari Capital. Mr. Leff disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein and the inclusion of these securities in this report shall not be deemed an admission by Mr. Leff of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.