ROKU, INC — Director's Dealing 2018

Aug 29, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ROKU, INC (ROKU)
CIK: 0001428439
Period of Report: 2018-08-27

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-08-27	Class A Common Stock	C	4	$2.76	Acquired	4	Direct
2018-08-27	Class A Common Stock	S	4	$64.00	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-08-27	Employee Stock Option (right to buy)	$2.76	M	4	Disposed	2022-10-30	Class B Common Stock (4)	Direct
2018-08-27	Class B Common Stock	$2.76	M	4	Acquired	2022-10-30	Class A Common Stock (4)	Direct
2018-08-27	Class B Common Stock	$2.76	C	4	Disposed	2022-10-30	Class A Common Stock (4)	Direct

Footnotes

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

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 restated certificate of incorporation, (continued on footnote 3)

F3: (footnote 2 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.

F4: Granted October 30, 2012, first vest 25% on 9/13/2013 then monthly thereafter. Fully vested as of 9/1/2016.