ROKU, INC — Director's Dealing 2020

Aug 4, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ROKU, INC (ROKU)
CIK: 0001428439
Period of Report: 2020-08-03

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
2020-08-03	Class A Common Stock	C	25000	—	Acquired	50000	Indirect
2020-08-03	Class A Common Stock	C	10000	$2.76	Acquired	60000	Direct
2020-08-03	Class A Common Stock	S	2900	$157.5334	Disposed	57100	Indirect
2020-08-03	Class A Common Stock	S	8605	$158.5676	Disposed	48495	Indirect
2020-08-03	Class A Common Stock	S	5836	$159.3798	Disposed	42659	Indirect
2020-08-03	Class A Common Stock	S	2514	$160.6268	Disposed	40145	Indirect
2020-08-03	Class A Common Stock	S	7609	$161.6752	Disposed	32536	Indirect
2020-08-03	Class A Common Stock	S	7336	$162.449	Disposed	25200	Indirect
2020-08-03	Class A Common Stock	S	200	$163.085	Disposed	25000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-08-03	Class B Common Stock	$0	C	25000	Disposed		Class A Common Stock (25000)	Indirect
2020-08-03	Employee Stock Option (Right to Buy)	$2.76	M	10000	Disposed	2022-07-24	Class B Common Stock (10000)	Direct
2020-08-03	Class B Common Stock	$2.76	M	10000	Acquired	2022-07-24	Class A Common Stock (10000)	Direct
2020-08-03	Class B Common Stock	$2.76	C	10000	Disposed	2022-07-24	Class A Common Stock (10000)	Direct
2020-08-03	Employee Stock Option (right to buy)	$161.82	A	597	Acquired	2030-07-31	Class A Common Stock (597)	Direct

Footnotes

F1: 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.

F2: Shares sold pursuant to a Rule 10b5-1 Sales Plan.

F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $156.97 to $157.95 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 $158.00 to $158.98 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 $159.01 to $159.92 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 $160.07 to $161.03 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 $161.07 to $162.05 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: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $162.07 to $163.04 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.

F9: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $163.08 to $163.09 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.

F10: This stock option is fully vested.

F11: This stock option was awarded to the Reporting Person by the Issuer's Compensation Committee of the Board of Directors pursuant to the Issuer's Executive Supplemental Stock Option Program in exchange for a reduction in the monthly base salary of the Reporting Person of $33,333.33.