ROKU, INC — Director's Dealing 2019

May 24, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ROKU, INC (ROKU)
CIK: 0001428439
Period of Report: 2019-05-22

Reporting Person: Henricks Alan S. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-23	Class A Common Stock	C	6000	$2.28	Acquired	9000	Direct
2019-05-23	Class A Common Stock	S	6000	$90.00	Disposed	3000	Direct
2019-05-24	Class A Common Stock	M	2222	—	Acquired	5222	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-22	Restricted Stock Unit	$0	A	1065	Acquired		Class A Common Stock (1065)	Direct
2019-05-22	Stock Option (right to buy)	$88.02	A	2937	Acquired	2029-05-21	Class A Common Stock (2937)	Direct
2019-05-23	Stock Option (right to buy)	$2.28	M	6000	Disposed	2022-05-01	Class B Common Stock (6000)	Direct
2019-05-23	Class B Common Stock	$2.28	M	6000	Acquired	2022-05-01	Class A Common Stock (6000)	Direct
2019-05-23	Class B Common Stock	$2.28	C	6000	Disposed	2022-05-01	Class A Common Stock (6000)	Direct
2019-05-24	Restricted Stocfk Unit	$0	M	2222	Disposed		Class A Common Stock (2222)	Direct

Footnotes

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

F2: This RSU was granted on 5/22/2019 and vests in one installment on the anniversary of the grant date.

F3: The option vests in 12 equal monthly installments beginning on the one month anniversary of the grant date.

F4: 1/48 of the option vests in equal monthly installments one month from 5/1/2012.

F5: 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.

F6: This RSU was granted on 5/24/2018 and vests in one installment on the anniversary of the grant date.