ROKU, INC — Director's Dealing 2018

Jul 11, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ROKU, INC (ROKU)
CIK: 0001428439
Period of Report: 2018-07-09

Reporting Person: KAY STEPHEN H (SVP General Counsel, Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-07-09	Class A Common Stock	C	10000	$2.94	Acquired	60000	Direct
2018-07-09	Class A Common Stock	S	10000	$48.00	Disposed	50000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-07-09	Employee Stock Option (Right to Buy)	$2.94	M	10000	Disposed	2024-01-23	Class B Common Stock (10000)	Direct
2018-07-09	Class B Common Stock	$2.94	M	10000	Acquired	2024-01-23	Class A Common Stock (10000)	Direct
2018-07-09	Class B Common Stock	$2.94	C	10000	Disposed	2024-01-23	Class A Common Stock (10000)	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: Shares sold pursuant to Mr. Kay's 10b5-1 plan dated November 20, 2017.

F4: Options were 25% vested on 1/2/15 then 1/48th monthly thereafter over a total of 4 years.