ROKU, INC — Director's Dealing 2018

Oct 10, 2018

SEC Form 4/A — Form 4/A

Issuer: ROKU, INC (ROKU)
CIK: 0001428439
Period of Report: 2018-09-19

Reporting Person: Wood Anthony J. (Director, CEO and Chairman BOD, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-09-19	Class A Common Stock	C	2549	$.16	Acquired	125000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-09-19	Class B Common Stock	$.16	C	2549	Disposed		Class A Common Stock (2549)	Indirect

Footnotes

F1: This Amendment is filed to correct the characterization of certain transactions, including the additional conversion of 2,549 shares of Class B common stock held directly by the reporting person into Class A common stock, which shares were sold as reported in the reporting person's original Form 4 filed on 9/19/2018 (the "Original Filing").
In addition, 1,592 shares of Class A common stock previously reported as being transferred to the Wood Revocable Trust were erroneously included in the shares of Class A common stock directly held by the reporting person. As a result of such additional conversion, the correction described above and following the transactions reported in the Original Filing, the reporting person directly holds 125,000 shares of Class A common stock.

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: As a result of the conversion of the 2,549 shares as described above, the number of shares of Class B common stock held directly by the reporting person was corrected to 199,750. This Amendment also corrects footnote 14 of the Original Filing, as the number of shares of Class B common stock transferred to the Wood Revocable Trust consisted of these 199,750 shares. The total number of Class B common stock held indirectly by the reporting person through the Wood Revocable Trust following these transactions reported in the Original Filing was corrected to 20,474,838.