ROKU, INC — Director's Dealing 2018

Nov 5, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ROKU, INC (ROKU)
CIK: 0001428439
Period of Report: 2018-11-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-11-01	Class A Common Stock	C	30000	$2.94	Acquired	80000	Direct
2018-11-01	Class A Common Stock	S	3600	$54.9117	Disposed	76400	Direct
2018-11-01	Class A Common Stock	S	6200	$55.7427	Disposed	70200	Direct
2018-11-01	Class A Common Stock	S	9100	$56.6958	Disposed	61100	Direct
2018-11-01	Class A Common Stock	S	11100	$57.8431	Disposed	50000	Direct
2018-11-01	Class A Common Stock	C	6000	$2.94	Acquired	56000	Direct
2018-11-01	Class A Common Stock	S	4100	$57.8431	Disposed	51900	Direct
2018-11-01	Class A Common Stock	S	1900	$58.3382	Disposed	50000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-11-01	Employee Stock Option (Right to Buy)	$2.94	M	30000	Disposed	2024-01-23	Class B Common Stock (30000)	Direct
2018-11-01	Class B Common Stock	$2.94	M	30000	Acquired	2024-01-23	Class A Common Stock (30000)	Direct
2018-11-01	Class B Common Stock	$2.94	C	30000	Disposed	2024-01-23	Class A Common Stock (30000)	Direct
2018-11-01	Employee Stock Option (Right to Buy)	$2.94	M	6000	Disposed	2024-01-23	Class B Common Stock (6000)	Direct
2018-11-01	Class B Common Stock	$2.94	M	6000	Acquired	2024-01-23	Class A Common Stock (6000)	Direct
2018-11-01	Class B Common Stock	$2.94	C	6000	Disposed	2024-01-23	Class A Common Stock (6000)	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 1/4 vested on 1/2/15 then 1/48th monthly thereafter over a total of 4 years.

F5: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.28 to $55.26 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.

F6: Option vested 25% as of 12/31/14 then vests 1/36th per month thereafter.

F7: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $55.28 to $56.27 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: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $56.28 to $57.26 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.

F9: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.28 to $58.27 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: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.28 to $58.44 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.