ROKU, INC — Director's Dealing 2018

Dec 19, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ROKU, INC (ROKU)
CIK: 0001428439
Period of Report: 2018-05-24

Reporting Person: Hastings Jeff (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-17	Class A Common Stock	C	3000	$8.82	Acquired	3000	Direct
2018-12-17	Class A Common Stock	S	3000	$33.49	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-12-17	Stock Option (right to buy)	$8.82	M	3000	Disposed	2027-08-14	Class B Common Stock (3000)	Direct
2018-12-17	Class B Common Stock	$8.82	M	3000	Acquired	2027-08-14	Class A Common Stock (3000)	Direct
2018-12-17	Class B Common Stock	$8.82	C	3000	Disposed	2027-08-14	Class A Common Stock (3000)	Direct

Footnotes

F1: Shares sold pursuant to Mr. Hasting's 10b5-1 plan dated September 14, 2018.

F2: 1/12 of the Option vests in equal monthly installments one month from 8/5/2017. The shares of this option are early exercisable, subject to the Issuer's right to repurchase.

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. Following the closing of the Issuer's sale of its Class A Common Stock in its initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, 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.