ROKU, INC — Director's Dealing 2019

Jan 31, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ROKU, INC (ROKU)
CIK: 0001428439
Period of Report: 2019-01-29

Reporting Person: Smith Chas (GM, Sr. VP Roku TV & Players)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-01-29	Class A Common Stock	C	2605	$5.64	Acquired	2605	Direct
2019-01-29	Class A Common Stock	S	2605	$42.8592	Disposed	0	Direct
2019-01-29	Class A Common Stock	C	2289	$5.64	Acquired	2289	Direct
2019-01-29	Class A Common Stock	S	2289	$42.8592	Disposed	0	Direct
2019-01-29	Class A Common Stock	C	315	$5.64	Acquired	315	Direct
2019-01-29	Class A Common Stock	S	315	$42.8592	Disposed	0	Direct
2019-01-29	Class A Common Stock	C	11111	$5.64	Acquired	11111	Direct
2019-01-29	Class A Common Stock	S	6739	$42.8592	Disposed	4372	Direct
2019-01-29	Class A Common Stock	S	1497	$43.9405	Disposed	2875	Direct
2019-01-29	Class A Common Stock	S	2575	$45.027	Disposed	300	Direct
2019-01-29	Class A Common Stock	S	300	$45.8267	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-01-29	Employee Stock Option (right to buy)	$5.64	M	2605	Disposed	2025-03-22	Class B Common Stock (2605)	Direct
2019-01-29	Class B Common Stock	$5.64	M	2605	Acquired	2025-03-22	Class A Common Stock (2605)	Direct
2019-01-29	Class B Common Stock	$5.64	C	2605	Disposed	2025-03-22	Class A Common Stock (2605)	Direct
2019-01-29	Employee Stock Option (right to buy)	$5.64	M	2289	Disposed	2026-05-16	Class B Common Stock (2289)	Direct
2019-01-29	Class B Common Stock	$5.64	M	2289	Acquired	2026-05-16	Class A Common Stock (2289)	Direct
2019-01-29	Class B Common Stock	$5.64	C	2289	Disposed	2026-05-16	Class A Common Stock (2289)	Direct
2019-01-29	Employee Stock Option (right to buy)	$5.64	M	315	Disposed	2026-05-16	Class B Common Stock (315)	Direct
2019-01-29	Class B Common Stock	$5.64	M	315	Acquired	2026-05-16	Class A Common Stock (315)	Direct
2019-01-29	Class B Common Stock	$5.64	C	315	Disposed	2026-05-16	Class A Common Stock (315)	Direct
2019-01-29	Employee Stock Option (right to buy)	$5.64	M	11111	Disposed	2026-11-07	Class B Common Stock (11111)	Direct
2019-01-29	Class B Common Stock	$5.64	M	11111	Acquired	2026-11-07	Class A Common Stock (11111)	Direct
2019-01-29	Class B Common Stock	$5.64	C	11111	Disposed	2026-11-07	Class A Common Stock (11111)	Direct

Footnotes

F1: Shares sold pursuant to Mr. Smith's 10b5-1 plan dated June 8, 2018.

F2: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.39 to $43.38 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.

F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.42 to $44.39 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.

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.45 to $45.44 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.

F5: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.80 to $45.86 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.

F6: Granted March 23, 2015, vests monthly over 4 years. Fully vested as of 3/23/2019.

F7: 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.

F8: Granted November 8, 2016, vests monthly over 4 years from vest base date 5/17/2016. Fully vested as of 5/17/2020.

F9: Granted December 20, 2016, vests monthly over 4 years from vest base date 5/17/2016. Fully vested as of 5/17/2020.

F10: Granted November 8, 2016, vests monthly over 1 year from vest base date 9/2/18. Fully vested as of 9/2/2019.