ROKU, INC — Director's Dealing 2018

Jun 7, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ROKU, INC (ROKU)
CIK: 0001428439
Period of Report: 2018-06-05

Reporting Person: Rosenberg Scott A. (GM, Sr. VP Advertising)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-06-05	Class A Common Stock	C	20000	$5.64	Acquired	20000	Direct
2018-06-05	Class A Common Stock	S	20000	$40.00	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-06-05	Employee Stock Option (right to buy)	$5.64	M	20000	Disposed	2026-11-14	Class B Common Stock (20000)	Direct
2018-06-05	Class B Common Stock	$5.64	M	20000	Acquired	2026-11-14	Class A Common Stock (20000)	Direct
2018-06-05	Class B Common Stock	$5.64	C	20000	Disposed	2026-11-14	Class A Common Stock (20000)	Direct

Footnotes

F1: Shares sold pursuant to Mr. Rosenberg's 10b5-1 plan dated November 21, 2017.

F2: Granted November 15, 2016; 1/48 of the Option vests in equal monthly installments from grant date.

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.