ROKU, INC — Director's Dealing 2019

Mar 18, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ROKU, INC (ROKU)
CIK: 0001428439
Period of Report: 2018-03-28

Reporting Person: Rothrock Ray A. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-28	Class A Common Stock	C	69444	—	Acquired	69444	Direct
2018-03-28	Class A Common Stock	C	90579	—	Acquired	90579	Indirect
2018-05-08	Class A Common Stock	J	2870	—	Acquired	72314	Direct
2018-05-08	Class A Common Stock	J	7960	—	Acquired	98539	Indirect
2019-03-14	Class A Common Stock	C	13889	—	Acquired	86203	Direct
2019-03-14	Class A Common Stock	S	15000	$61.7864	Disposed	83539	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-28	Class B Common Stock	$0	C	69444	Disposed		Class A Common Stock (69444)	Direct
2018-03-28	Class B Common Stock	$0	C	90579	Disposed		Class A Common Stock (90579)	Indirect
2019-03-14	Class B Common Stock	$0	C	13889	Disposed		Class A Common Stock (13889)	Direct

Footnotes

F1: Mr. Rothrock is a Manager of FiftySix Investments, LLC and may be deemed to have voting and investment power over the shares held by FiftySix Investments, LLC. Mr. Rothrock disclaims beneficial ownership of such shares, except to the extent of his pecuiary interest therein.

F2: Represents a pro-rata distribution by Luminari Capital, LP to its limited partners and general partners.

F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $61.74 to $62.07 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities adn Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F4: 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. Shares of Class B Common Stock will convert automatically into shares of 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.