ROKU, INC — Director's Dealing 2018

Apr 4, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ROKU, INC (ROKU)
CIK: 0001428439
Period of Report: 2018-04-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-04-02	Class A Common Stock	C	5434	$2.76	Acquired	5434	Direct
2018-04-02	Class A Common Stock	S	5434	$30.46	Disposed	0	Direct
2018-04-02	Class A Common Stock	C	11231	$2.76	Acquired	11231	Direct
2018-04-02	Class A Common Stock	S	11231	$30.46	Disposed	0	Direct
2018-04-02	Class A Common Stock	C	8335	$6.12	Acquired	8335	Direct
2018-04-02	Class A Common Stock	S	8335	$30.46	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-04-02	Employee Stock Option (Right to Buy)	$2.76	M	5434	Disposed	2023-02-05	Class B Common Stock (5434)	Direct
2018-04-02	Class B Common Stock	$2.76	M	5434	Acquired	2023-02-05	Class A Common Stock (5434)	Direct
2018-04-02	Class B Common Stock	$2.76	C	5434	Disposed	2023-02-05	Class A Common Stock (5434)	Direct
2018-04-02	Employee Stock Option (Right to Buy)	$2.76	M	11231	Disposed	2023-02-05	Class B Common Stock (11231)	Direct
2018-04-02	Class B Common Stock	$2.76	M	11231	Acquired	2023-02-05	Class A Common Stock (11231)	Direct
2018-04-02	Class B Common Stock	$2.76	C	11231	Disposed	2023-02-05	Class A Common Stock (11231)	Direct
2018-04-02	Employee Stock Option (Right to Buy)	$6.12	M	8335	Disposed	2027-05-15	Class B Common Stock (8335)	Direct
2018-04-02	Class B Common Stock	$6.12	M	8335	Acquired	2027-05-15	Class A Common Stock (8335)	Direct
2018-04-02	Class B Common Stock	$6.12	C	8335	Disposed	2027-05-15	Class A Common Stock (8335)	Direct

Footnotes

F1: Shares sold pursuant to Mr. Rosenberg's 10b5-1 plan dated November 21, 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. 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 in footnote 3)

F3: (footnote 4 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 February 05, 2013; vests one-fourth (1/4) on the first anniversary of the date of grant and the remaining three-fourths (3/4) vesting in equal monthly increments over the next three years.

F5: Granted May 16, 2017; 1/48 of the Option vests in equal monthly installments from 3/23/15.