ROKU, INC — Director's Dealing 2018

Mar 29, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ROKU, INC (ROKU)
CIK: 0001428439
Period of Report: 2018-03-27

Reporting Person: Smith Chas (GM, Sr. VP Roku TV & Players)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-27	Class A Common Stock	C	120000	$5.64	Acquired	120000	Direct
2018-03-27	Class A Common Stock	S	120000	$33.34	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-27	Employee Stock Option (Right to Buy)	$5.64	M	120000	Disposed	2025-03-23	Class B Common Stock (120000)	Direct
2018-03-27	Class B Common Stock	$5.64	M	120000	Acquired	2025-03-23	Class A Common Stock (120000)	Direct
2018-03-27	Class B Common Stock	$5.64	C	120000	Disposed	2025-03-23	Class A Common Stock (120000)	Direct

Footnotes

F1: Shares sold pursuant to Mr. Smith's 10b5-1 plan dated November 20, 2017.

F2: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.75 to $34.62 per share, inclusive. The reporting person undertakes to provide to 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.

F3: 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, (continued in footnote 4)

F4: (footnote 3 continued), (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.

F5: Granted March 23, 2015; 1/48 of the Option vests in equal monthly installments from 3/23/15.