ROKU, INC — Director's Dealing 2018

Mar 26, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ROKU, INC (ROKU)
CIK: 0001428439
Period of Report: 2017-10-02

Reporting Person: Globespan Capital Partners V LP (10% Owner)
Reporting Person: Goldfarb Andrew P (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-22	Class A Common Stock	C	4681527	—	Acquired	4681527	Indirect
2018-03-22	Class A Common Stock	C	545054	—	Acquired	545054	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-10-02	Series A Preferred	$	C	166666	Disposed		Class B Common Stock (166666)	Indirect
2017-10-02	Class B Common Stock	$	C	166666	Acquired		Class A Common Stock (166666)	Indirect
2017-10-02	Series D Preferred	$	C	3059947	Disposed		Class B Common Stock (3059947)	Indirect
2017-10-02	Class B Common Stock	$	C	3059947	Acquired		Class A Common Stock (3059947)	Indirect
2017-10-02	Series E Preferred	$	C	1236893	Disposed		Class B Common Stock (1236893)	Indirect
2017-10-02	Class B Common Stock	$	C	1236893	Acquired		Class A Common Stock (1236893)	Indirect
2017-10-02	Series H Preferred	$	C	218021	Disposed		Class B Common Stock (218021)	Indirect
2017-10-02	Class B Common Stock	$	C	218021	Acquired		Class A Common Stock (218021)	Indirect
2017-10-02	Series H Preferred	$	C	545054	Disposed		Class B Common Stock (545054)	Indirect
2017-10-02	Class B Common Stock	$	C	545054	Acquired		Class A Common Stock (545054)	Indirect
2018-03-22	Class B Common Stock	$	C	4681527	Disposed		Class A Common Stock (4681527)	Indirect
2018-03-22	Class B Common Stock	$	C	545054	Disposed		Class A Common Stock (545054)	Indirect

Footnotes

F1: Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock and has no expiration date. In addition, each share of Class B Common Stock will convert into one share of Class A Common Stock upon any transfer, whether or not for value and whether voluntary or involuntary or by operation of law, except for certain transfers described the amended and restated certificate of incorporation of Roku, Inc. (the "Issuer"). All shares of Class B Common Stock will convert into Class A Common Stock on the earlier of (a) the first trading day on or after the date on which the outstanding shares of Class B Common Stock represent less than 10% of the then outstanding Class A and Class B Common Stock or (b) the date specified by vote of the holders of 66 2/3% of the outstanding shares of Class B Common Stock, voting as a single class.

F2: (Continued from Footnote 1) Each share of Class B Common Stock is entitled to ten votes per share, whereas each share of Class A Common Stock is entitled to one vote per share. The rights of the holders of Class A Common Stock and Class B Common Stock are identical, except with respect to the aforementioned conversion rights and voting rights.

F3: Held directly by Globespan Capital Partners V, L.P. ("GCP V").

F4: Held directly by another fund affiliated with GCP V.

F5: The preferred stock automatically converted into Class B common stock on a 1-to-1 basis immediately upon closing of the initial public offering of the Issuer and has no expiration date.