ROKU, INC — Director's Dealing 2018

Mar 28, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ROKU, INC (ROKU)
CIK: 0001428439
Period of Report: 2018-03-27

Reporting Person: LEFF DANIEL V (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-27	Class A Common Stock	C	652009	$0.00	Acquired	652009	Indirect
2017-03-27	Class A Common Stock	J	561632	$0.00	Disposed	90377	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-27	Class B Common Stock	$	C	652009	Disposed		Class A Common Stock (652009)	Indirect

Footnotes

F1: Luminari Capital, L.P. ("Luminari Capital") distributed these shares to its limited partners and general partners on a pro-rata basis, for no consideration.

F2: Shares acquired in connection with a pro-rata stock distribution to the limited and general partners of Luminari Capital, for no consideration. The general partner of Luminari Capital is Luminari Capital Partners, LLC, of which Daniel Leff is the managing member.

F3: Each share of Class B Common Stock is convertible at any time at the option of the Holder 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, (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 held by Luminari Capital.

F5: Mr. Leff does not own shares in his individual capacity. The shares are owned directly by Luminari Capital. The general partner of Luminari Capital is Luminari Capital Partners, LLC, of which Daniel Leff is the managing member. Daniel Leff may be deemed to have sole voting and investment power over the shares held by Luminari Capital. Mr. Leff disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein and the inclusion of these securities in this report shall not be deemed an admission by Mr. Leff of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.