ROKU, INC — Director's Dealing 2020

May 5, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ROKU, INC (ROKU)
CIK: 0001428439
Period of Report: 2020-05-01

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
2020-05-01	Class A Common Stock	C	13408	—	Acquired	50000	Indirect
2020-05-01	Class A Common Stock	C	10000	$2.76	Acquired	60000	Direct
2020-05-01	Class A Common Stock	S	2300	$112.1374	Disposed	57700	Indirect
2020-05-01	Class A Common Stock	S	6052	$112.9213	Disposed	51648	Indirect
2020-05-01	Class A Common Stock	S	12193	$114.0543	Disposed	39455	Indirect
2020-05-01	Class A Common Stock	S	5087	$114.7715	Disposed	34368	Indirect
2020-05-01	Class A Common Stock	S	1569	$115.963	Disposed	32799	Indirect
2020-05-01	Class A Common Stock	S	2588	$116.9589	Disposed	30211	Indirect
2020-05-01	Class A Common Stock	S	1311	$117.9135	Disposed	28900	Indirect
2020-05-01	Class A Common Stock	S	2500	$119.6364	Disposed	26400	Indirect
2020-05-01	Class A Common Stock	S	800	$120.73	Disposed	25600	Indirect
2020-05-01	Class A Common Stock	S	600	$121.3967	Disposed	25000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-05-01	Class B Common Stock	$0	C	13408	Disposed		Class A Common Stock (13408)	Indirect
2020-05-01	Employee Stock Option (Right to Buy)	$2.76	M	10000	Disposed	2022-07-24	Class B Common Stock (10000)	Direct
2020-05-01	Class B Common Stock	$2.76	M	10000	Acquired	2022-07-24	Class A Common Stock (10000)	Direct
2020-05-01	Class B Common Stock	$2.76	C	10000	Disposed	2022-07-24	Class A Common Stock (10000)	Direct
2020-05-01	Employee Stock Option (right to buy)	$114.02	A	847	Acquired	2030-04-30	Class A Common Stock (847)	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 $111.50 to $112.48 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 $112.51 to $113.50 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 $113.52 to $114.50 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 $114.52 to $115.51 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 $115.52 to $116.50 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 $116.53 to $117.48 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 $117.54 to $118.53 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: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $119.05 to $120.02 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.

F11: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $120.14 to $121.07 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.

F12: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $121.14 to $121.75 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.

F13: This figure has been updated to exclude 10 shares of Class B Common Stock which were inadvertently included in prior reports since June 5, 2019.

F14: This stock option is fully vested.

F15: 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 annual base salary of the Reporting Person of $33,333.33.