ROKU, INC — Director's Dealing 2019

Feb 5, 2019

SEC Form 4/A — Form 4/A

Issuer: ROKU, INC (ROKU)
CIK: 0001428439
Period of Report: 2019-01-02

Reporting Person: Wood Anthony J. (Director, CEO and Chairman BOD, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-01-02	Class A Common Stock	C	70000	—	Acquired	71592	Indirect
2019-01-02	Class A Common Stock	S	8100	$29.8867	Disposed	63492	Indirect
2019-01-02	Class A Common Stock	S	9490	$31.0054	Disposed	54002	Indirect
2019-01-02	Class A Common Stock	S	12305	$32.1633	Disposed	41697	Indirect
2019-01-02	Class A Common Stock	S	5105	$32.5164	Disposed	36592	Indirect

Footnotes

F1: This Amendment is filed to correct the characterization of the Ownership Form and Nature of Indirect Beneficial Ownership of the shares as reported previously on the Form 4 filed on January 4, 2019 (the "Original Filing"). The Original Filing erroneously reported that the 35,000 shares sold and the remaining 36,592 shares were held directly by Mr. Wood rather than indirectly through the Wood Revocable Trust.

F2: 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.

F3: Shares sold pursuant to a 10b5-1 Sales Plan.

F4: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.34 to $30.33 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 $30.34 to $31.32 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: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.39 to $32.38 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.

F7: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.39 to $32.68 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.