ROKU, INC — Director's Dealing 2018

May 3, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ROKU, INC (ROKU)
CIK: 0001428439
Period of Report: 2018-05-01

Reporting Person: KAY STEPHEN H (SVP General Counsel, Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-01	Class A Common Stock	C	30000	$2.94	Acquired	30000	Direct
2018-05-01	Class A Common Stock	S	30000	$32.38	Disposed	0	Direct
2018-05-01	Class A Common Stock	C	6000	$2.94	Acquired	6000	Direct
2018-05-01	Class A Common Stock	S	6000	$32.38	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-05-01	Employee Stock Option (Right to Buy)	$2.94	M	30000	Disposed	2024-01-23	Class B Common Stock (30000)	Direct
2018-05-01	Class B Common Stock	$2.94	M	30000	Acquired	2024-01-23	Class A Common Stock (30000)	Direct
2018-05-01	Class B Common Stock	$2.94	C	30000	Disposed	2024-01-23	Class A Common Stock (30000)	Direct
2018-05-01	Employee Stock Option (Right to Buy)	$2.94	M	6000	Disposed	2024-01-23	Class B Common Stock (6000)	Direct
2018-05-01	Class B Common Stock	$2.94	M	6000	Acquired	2024-01-23	Class A Common Stock (6000)	Direct
2018-05-01	Class B Common Stock	$2.94	C	6000	Disposed	2024-01-23	Class A Common Stock (6000)	Direct

Footnotes

F1: 1/4 of the Option vested on 1/2/2015 and 1/48 of the Option vests in equal monthly installments beginning one month from 1/2/2015.

F2: 1/4 of the Option vested on 12/31/2014 and 1/48 of the Option vests in equal monthly installments beginning 1/2/15.

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