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ROKU, INC Director's Dealing 2018

Oct 29, 2018

30414_dirs_2018-10-29_55ccd06e-62f6-4b6b-af71-594a5360df7d.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ROKU, INC (ROKU)
CIK: 0001428439
Period of Report: 2018-10-25

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2018-10-25 Class A Common Stock C 22343 $2.76 Acquired 22343 Direct
2018-10-25 Class A Common Stock S 22343 $51.904 Disposed 0 Direct
2018-10-25 Class A Common Stock C 2218 $2.76 Acquired 2218 Direct
2018-10-25 Class A Common Stock S 2218 $51.904 Disposed 0 Direct
2018-10-25 Class A Common Stock C 34013 $2.76 Acquired 34013 Direct
2018-10-25 Class A Common Stock S 34013 $51.904 Disposed 0 Direct
2018-10-25 Class A Common Stock C 18118 $5.64 Acquired 18118 Direct
2018-10-25 Class A Common Stock S 9185 $51.904 Disposed 0 Direct
2018-10-25 Class A Common Stock S 8933 $52.4487 Disposed 0 Direct
2018-10-25 Class A Common Stock C 9117 $5.64 Acquired 9117 Direct
2018-10-25 Class A Common Stock S 9117 $52.4487 Disposed 0 Direct
2018-10-25 Class A Common Stock C 2209 $5.64 Acquired 2209 Direct
2018-10-25 Class A Common Stock S 2209 $52.4487 Disposed 0 Direct
2018-10-25 Class A Common Stock C 11111 $5.64 Acquired 11111 Direct
2018-10-25 Class A Common Stock S 10211 $52.4487 Disposed 0 Direct
2018-10-25 Class A Common Stock S 900 $53.3022 Disposed 0 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2018-10-25 Employee Stock Option (right to buy) $2.76 M 22343 Disposed 2022-10-30 Class B Common Stock (22343) Direct
2018-10-25 Class B Common Stock $2.76 M 22343 Acquired 2022-10-30 Class A Common Stock (22343) Direct
2018-10-25 Class B Common Stock $2.76 C 22343 Disposed 2022-10-30 Class A Common Stock (22343) Direct
2018-10-25 Employee Stock Option (right to buy) $2.76 M 2218 Disposed 2022-10-30 Class B Common Stock (2218) Direct
2018-10-25 Class B Common Stock $2.76 M 2218 Acquired 2022-10-30 Class A Common Stock (2218) Direct
2018-10-25 Class B Common Stock $2.76 C 2218 Disposed 2022-10-30 Class A Common Stock (2218) Direct
2018-10-25 Employee Stock Option (right to buy) $2.76 M 34013 Disposed 2022-10-30 Class B Common Stock (34013) Direct
2018-10-25 Class B Common Stock $2.76 M 34013 Acquired 2022-10-30 Class A Common Stock (34013) Direct
2018-10-25 Class B Common Stock $2.76 C 34013 Disposed 2022-10-30 Class A Common Stock (34013) Direct
2018-10-25 Employee Stock Option (right to buy) $5.64 M 18118 Disposed 2025-03-22 Class B Common Stock (18118) Direct
2018-10-25 Class B Common Stock $5.64 M 18118 Acquired 2025-03-22 Class A Common Stock (18118) Direct
2018-10-25 Class B Common Stock $5.64 C 18118 Disposed 2025-03-22 Class A Common Stock (18118) Direct
2018-10-25 Employee Stock Option (right to buy) $5.64 M 9117 Disposed 2026-05-16 Class B Common Stock (9117) Direct
2018-10-25 Class B Common Stock $5.64 M 9117 Acquired 2026-05-16 Class A Common Stock (9117) Direct
2018-10-25 Class B Common Stock $5.64 C 9117 Disposed 2026-05-16 Class A Common Stock (9117) Direct
2018-10-25 Employee Stock Option (right to buy) $5.64 M 2209 Disposed 2026-05-16 Class B Common Stock (2209) Direct
2018-10-25 Class B Common Stock $5.64 M 2209 Acquired 2026-05-16 Class A Common Stock (2209) Direct
2018-10-25 Class B Common Stock $5.64 C 2209 Disposed 2026-05-16 Class A Common Stock (2209) Direct
2018-10-25 Employee Stock Option (right to buy) $5.64 M 11111 Disposed 2026-11-07 Class B Common Stock (11111) Direct
2018-10-25 Class B Common Stock $5.64 M 11111 Acquired 2026-11-07 Class A Common Stock (11111) Direct
2018-10-25 Class B Common Stock $5.64 C 11111 Disposed 2026-11-07 Class A Common Stock (11111) 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 9/1/2013 then monthly thereafter. Fully vested as of 9/1/2016.

F5: Granted October 30, 2012, first vest on 7/1/2016 then monthly thereafter. Fully vested as of 9/1/2016.

F6: Granted October 30, 2012, first vest 25% on 9/1/2013 then monthly thereafter. Fully vested as of 7/1/2016.

F7: Granted March 23, 2015, vests monthly over 4 years. Fully vested as of 3/23/2019.

F8: Granted November 8, 2016, vests monthly over 4 years from vest base date 5/17/2016. Fully vested as of 5/17/2020.

F9: Granted December 20, 2016, vests monthly over 4 years from vest base date 5/17/2016. Fully vested as of 5/17/2020.

F10: Granted November 8, 2016, vests monthly over 1 year from vest base date 9/2/18. Fully vested as of 9/2/2019.

F11: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.19 to $52.18 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.

F12: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.19 to $53.15 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.

F13: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $53.20 to $53.42 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.