ROKU, INC — Director's Dealing 2018

Jun 15, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ROKU, INC (ROKU)
CIK: 0001428439
Period of Report: 2018-06-13

Reporting Person: Wood Anthony J. (Director, CEO and Chairman BOD)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-06-13	Class A Common Stock	C	123587	$.16	Acquired	125179	Direct
2018-06-13	Class A Common Stock	S	123587	$42.9965	Disposed	1592	Direct
2018-06-14	Class A Common Stock	C	123568	$.16	Acquired	125160	Direct
2018-06-14	Class A Common Stock	S	123587	$44.4545	Disposed	1592	Direct
2018-06-15	Class A Common Stock	C	1404	—	Acquired	2996	Direct
2018-06-15	Class A Common Stock	S	1404	$43.9712	Disposed	1592	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-06-13	Employee Stock Option (right to buy)	$.16	M	248150	Disposed	2018-11-17	Class B Common Stock (248150)	Direct
2018-06-13	Class B Common Stock	$.16	M	248150	Acquired	2018-11-17	Class A Common Stock (248150)	Direct
2018-06-13	Class B Common Stock	$.16	C	123587	Disposed	2018-11-17	Class A Common Stock (123587)	Direct
2018-06-14	Employee Stock Option (right to buy)	$.16	M	248149	Disposed	2018-11-17	Class B Common Stock (248149)	Direct
2018-06-14	Class B Common Stock	$.16	M	248149	Acquired	2018-11-17	Class A Common Stock (248149)	Direct
2018-06-14	Class B Common Stock	$.16	C	123568	Disposed	2018-11-17	Class A Common Stock (123568)	Direct
2018-06-15	Class B Common Stock	$.001	C	1404	Disposed	2018-11-17	Class A Common Stock (1404)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$.001		Class A Common Stock (20428391)	20428391	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: Transfer on 5/11/18 of Class B Common Stock held by Anthony Wood to the Wood Revocable Trust.

F6: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.92 to $43.86 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: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.79 to $45.7663 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.

F8: Additional shares sold to cover taxes.

F9: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.9201 to $44.3289 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: 100% vested Class B shares.