ROKU, INC — Director's Dealing 2019

Jun 7, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ROKU, INC (ROKU)
CIK: 0001428439
Period of Report: 2019-06-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-06-05	Class A Common Stock	C	10000	$2.94	Acquired	60000	Direct
2019-06-05	Class A Common Stock	S	10000	$100.00	Disposed	50000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-06-05	Employee Stock Option (Right to Buy)	$2.94	M	10000	Disposed	2024-01-23	Class B Common Stock (10000)	Direct
2019-06-05	Class B Common Stock	$2.94	M	10000	Acquired	2024-01-23	Class A Common Stock (10000)	Direct
2019-06-05	Class B Common Stock	$2.94	C	10000	Disposed	2024-01-23	Class A Common Stock (10000)	Direct

Footnotes

F1: Shares sold pursuant to Mr. Kay's 10b5-1 plan.

F2: Options were 1/4 vested on 1/2/15 then 1/36th monthly thereafter over a total of 4 years.

F3: 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.