ROKU, INC — Director's Dealing 2018

Sep 19, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ROKU, INC (ROKU)
CIK: 0001428439
Period of Report: 2018-09-17

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
2018-09-17	Class A Common Stock	C	122000	$.16	Acquired	373592	Direct
2018-09-17	Class A Common Stock	S	122000	$70.0392	Disposed	251592	Direct
2018-09-17	Class A Common Stock	S	17500	$70.0546	Disposed	234092	Direct
2018-09-18	Class A Common Stock	C	72000	$.16	Acquired	306092	Direct
2018-09-18	Class A Common Stock	S	72000	$72.4302	Disposed	234092	Direct
2018-09-18	Class A Common Stock	S	65000	$72.4523	Disposed	169092	Direct
2018-09-19	Class A Common Stock	S	2549	$72.1589	Disposed	166543	Direct
2018-09-19	Class A Common Stock	C	100000	$.16	Acquired	266543	Direct
2018-09-19	Class A Common Stock	S	100000	$70.2148	Disposed	166543	Direct
2018-09-19	Class A Common Stock	S	42500	$70.21	Disposed	124043	Direct
2018-09-14	Class A Common Stock	C	525000	—	Acquired	526592	Indirect
2018-09-14	Class A Common Stock	G	525000	—	Disposed	1592	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-09-17	Employee Stock Option (right to buy)	$.16	M	248150	Disposed	2018-11-17	Class B Common Stock (248150)	Direct
2018-09-17	Class B Common Stock	$.16	M	248150	Acquired	2018-11-17	Class A Common Stock (248150)	Direct
2018-09-17	Class B Common Stock	$.16	C	122000	Disposed	2018-11-17	Class A Common Stock (248150)	Direct
2018-09-18	Employee Stock Option (right to buy)	$.16	M	148149	Disposed	2018-11-17	Class B Common Stock (148149)	Direct
2018-09-18	Class B Common Stock	$.16	M	148149	Acquired	2018-11-17	Class A Common Stock (148149)	Direct
2018-09-18	Class B Common Stock	$.16	C	72000	Disposed	2018-11-17	Class A Common Stock (148149)	Direct
2018-09-19	Employee Stock Option (right to buy)	$.16	M	100000	Disposed	2018-11-17	Class B Common Stock (100000)	Direct
2018-09-19	Class B Common Stock	$.16	M	100000	Acquired	2018-11-17	Class A Common Stock (100000)	Direct
2018-09-19	Class B Common Stock	$.16	C	100000	Disposed	2018-11-17	Class A Common Stock (100000)	Direct
2018-09-19	Class B Common Stock	$.001	C	202299	Disposed		Class A Common Stock (202299)	Direct
2018-09-14	Class B Common Stock	$.001	C	525000	Disposed		Class A Common Stock (525000)	Indirect

Footnotes

F1: Granted September 19, 2008. 25% of initial grant vested on September 19, 2009 and the remaining 3/4 vested in equal monthly increments thereafter. The grant was fully vested on September 19, 2012.

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: Shares sold pursuant to Mr. Wood's 10b5-1 plan.

F5: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.35 to $71.11 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.

F6: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.63 to $74.12 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.

F7: Additional shares sold to cover taxes, pursuant to Mr. Wood's 10b5-1 plan.

F8: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.62 to $74.11 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.

F9: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.41 to $70.99 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.

F10: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.1589 to $72.37 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.

F11: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.52 to $72.37 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 transaction reported involved a gift by the reporting person of 525,000 shares of Class A common stock to a charitable donor advised fund.

F13: Includes 202,299 shares of Class B common stock subsequently transferred on 9/19/18 as disclosed below.

F14: Reflects transfer of 202,299 shares of Class B common stock held by Anthony Wood to the Wood Revocable Trust.