ROKU, INC — Director's Dealing 2020

Dec 3, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ROKU, INC (ROKU)
CIK: 0001428439
Period of Report: 2020-12-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-01	Class A Common Stock	C	23603	$5.64	Acquired	100915	Direct
2020-12-01	Class A Common Stock	C	45000	$6.12	Acquired	145915	Direct
2020-12-01	Class A Common Stock	S	3162	$280.8045	Disposed	142753	Direct
2020-12-01	Class A Common Stock	S	3603	$281.855	Disposed	139150	Direct
2020-12-01	Class A Common Stock	S	3415	$282.807	Disposed	135735	Direct
2020-12-01	Class A Common Stock	S	6730	$283.8691	Disposed	129005	Direct
2020-12-01	Class A Common Stock	S	14416	$285.0313	Disposed	114589	Direct
2020-12-01	Class A Common Stock	S	11823	$285.9904	Disposed	102766	Direct
2020-12-01	Class A Common Stock	S	11251	$286.7422	Disposed	91515	Direct
2020-12-01	Class A Common Stock	S	7988	$288.0583	Disposed	83527	Direct
2020-12-01	Class A Common Stock	S	3624	$289.0745	Disposed	79903	Direct
2020-12-01	Class A Common Stock	S	2491	$290.765	Disposed	77412	Direct
2020-12-01	Class A Common Stock	S	100	$292.79	Disposed	77312	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-01	Employee Stock Option (Right to Buy)	$5.64	M	23603	Disposed	2026-11-07	Class B Common Stock (23603)	Direct
2020-12-01	Class B Common Stock	$5.64	M	23603	Acquired	2026-11-07	Class A Common Stock (23603)	Direct
2020-12-01	Class B Common Stock	$5.64	C	23603	Disposed	2026-11-07	Class A Common Stock (23603)	Direct
2020-12-01	Employee Stock Option (Right to Buy)	$6.12	M	45000	Disposed	2027-05-15	Class B Common Stock (45000)	Direct
2020-12-01	Class B Common Stock	$6.12	M	45000	Acquired	2027-05-15	Class A Common Stock (45000)	Direct
2020-12-01	Class B Common Stock	$6.12	C	45000	Disposed	2027-05-15	Class A Common Stock (45000)	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 $280.12 to $281.05 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.

F3: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $281.32 to $282.31 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 $282.34 to $283.33 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 $283.43 to $284.36 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 $284.50 to $285.49 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 $285.52 to $286.48 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.

F8: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $286.53 to $287.52 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 $287.55 to $288.42 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 $288.98 to $289.49 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 $290.53 to $291.00 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: This stock option is fully vested.

F13: 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.