ROKU, INC — Director's Dealing 2018

May 15, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ROKU, INC (ROKU)
CIK: 0001428439
Period of Report: 2018-05-11

Reporting Person: CAROLAN SHAWN T (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-11	Class A Common Stock	J	4500000	—	Disposed	14588668	Indirect
2018-05-11	Class A Common Stock	J	1115179	—	Acquired	1115179	Indirect
2018-05-11	Class A Common Stock	J	1115179	—	Disposed	0	Indirect
2018-05-11	Class A Common Stock	J	61046	—	Acquired	119278	Indirect
2018-05-15	Class A Common Stock	G	31900	—	Disposed	87378	Indirect

Footnotes

F1: MV Management X, L.L.C. ("MVM-X") is the sole general partner of Menlo Ventures X, L.P. ("Menlo X"), MMEF X, L.P. ("MMEF X") and Menlo Entrepreneurs Fund X, L.P. ("MEF X" and, collectively with Menlo X and MMEF X, the "Menlo Funds"). MVM-X exercises voting and dispositive power over the shares held by each of the Menlo Funds. The Reporting Person disclaims beneficial ownership of the shares reported herein as held by the Menlo Funds and MVM-X, except to the extent of his proportionate pecuniary interest therein.

F2: Represents a pro rata in kind distribution of shares of Class A Common Stock, without consideration, by each of Menlo X, MMEF X and MEF X to their respective partners, including their general partner, MVM-X. The shares were distributed as follows: (i) 4,385,966 shares by Menlo X, (ii) 76,754 shares by MMEF X, and (iii) 37,280 shares by MEF X.

F3: Following the distributions described in footnote (2), these shares are held as follows: (i) 14,218,981 shares by Menlo X, (ii) 248,829 shares by MMEF X, and (iii) 120,858 shares by MEF X.

F4: Represents the receipt of shares by MVM-X in the distributions described in greater detail in footnote (2).

F5: Shares are held by MVM-X.

F6: Represents a pro-rata in-kind distribution of shares of Class A Common Stock by MVM-X, without consideration, to its members.

F7: Represents a change in the form of ownership from one form of indirect ownership to another by virtue of the receipt of (i) 60,822 shares in the pro rata in kind distribution of Class A Common Stock of the Issuer by MVM-X described in footnote (6), and (ii) 224 shares in the pro rata in kind distribution of Class A Common Stock of the Issuer by MMEF X described in footnote (2). The shares are held by the Shawn T. Carolan and Jennifer M. Carolan, Trustees of the Carolan Family Trust Dated November 4, 2010 (the "Trust"). The Reporting Person is a trustee of the Trust. The Reporting Person disclaims beneficial ownership of the shares held by the Trust except to the extent of his proportionate pecuniary interest therein.

F8: Carolan made a bona fide gift of 31,900 shares of Class A Common Stock in the form of a charitable donation.