ROKU, INC — Director's Dealing 2018

Nov 6, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ROKU, INC (ROKU)
CIK: 0001428439
Period of Report: 2018-11-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-11-02	Class A Common Stock	C	25000	$2.76	Acquired	25000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-11-02	Employee Stock Option (Right to Buy)	$2.76	M	25000	Disposed	2023-02-05	Class B Common Stock (25000)	Direct
2018-11-02	Class B Common Stock	$2.76	M	25000	Acquired	2023-02-05	Class A Common Stock (25000)	Direct
2018-11-02	Class B Common Stock	$2.76	C	25000	Disposed	2023-02-05	Class A Common Stock (25000)	Direct

Footnotes

F1: 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 2)

F2: (footnote 1 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.

F3: Granted February 5, 2013 and vests 25% on the first anniversary of the vest commencement date, 11/1/12, then vests in equal monthly increments over the next three years.