ROKU, INC — Director's Dealing 2019

Nov 14, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ROKU, INC (ROKU)
CIK: 0001428439
Period of Report: 2019-11-12

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-11-12	Class A Common Stock	C	15000	$5.64	Acquired	94004	Direct
2019-11-12	Class A Common Stock	C	7000	$2.94	Acquired	101004	Direct
2019-11-12	Class A Common Stock	S	789	$130.4139	Disposed	100215	Direct
2019-11-12	Class A Common Stock	S	1752	$131.869	Disposed	98463	Direct
2019-11-12	Class A Common Stock	S	4177	$132.7564	Disposed	94286	Direct
2019-11-12	Class A Common Stock	S	7257	$133.761	Disposed	87029	Direct
2019-11-12	Class A Common Stock	S	4487	$134.6088	Disposed	82542	Direct
2019-11-12	Class A Common Stock	S	3538	$135.4181	Disposed	79004	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-11-12	Employee Stock Option (Right to Buy)	$5.64	M	6000	Disposed	2026-11-07	Class B Common Stock (6000)	Direct
2019-11-12	Class B Common Stock	$5.64	M	6000	Acquired	2026-11-07	Class A Common Stock (6000)	Direct
2019-11-12	Class B Common Stock	$5.64	C	6000	Disposed	2026-11-07	Class A Common Stock (6000)	Direct
2019-11-12	Employee Stock Option (Right to Buy)	$2.94	M	3000	Disposed	2024-01-23	Class B Common Stock (3000)	Direct
2019-11-12	Class B Common Stock	$2.94	M	3000	Acquired	2024-01-23	Class A Common Stock (3000)	Direct
2019-11-12	Class B Common Stock	$2.94	C	3000	Disposed	2024-01-23	Class A Common Stock (3000)	Direct
2019-11-12	Employee Stock Option (Right to Buy)	$2.94	M	4000	Disposed	2024-01-23	Class B Common Stock (4000)	Direct
2019-11-12	Class B Common Stock	$2.94	M	4000	Acquired	2024-01-23	Class A Common Stock (4000)	Direct
2019-11-12	Class B Common Stock	$2.94	C	4000	Disposed	2024-01-23	Class A Common Stock (4000)	Direct
2019-11-12	Employee Stock Option (Right to Buy)	$5.64	M	9000	Disposed	2025-03-22	Class B Common Stock (9000)	Direct
2019-11-12	Class B Common Stock	$5.64	M	9000	Acquired	2025-03-22	Class A Common Stock (9000)	Direct
2019-11-12	Class B Common Stock	$5.64	C	9000	Disposed	2025-03-22	Class A Common Stock (9000)	Direct

Footnotes

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

F2: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $130.08 to $130.70 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 $131.21 to $132.20 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 $132.21 to $133.19 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 $133.21 to $134.19 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 $134.20 to $135.19 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 $135.21 to $135.74 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.

F8: This stock option is fully vested.

F9: 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.