ROKU, INC — Director's Dealing 2021

May 4, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ROKU, INC (ROKU)
CIK: 0001428439
Period of Report: 2021-05-03

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
2021-05-03	Class A Common Stock	C	45000	$2.76	Acquired	25000	Direct
2021-05-03	Class A Common Stock	G	45000	$2.76	Disposed	0	Direct
2021-05-03	Class A Common Stock	G	45000	$2.76	Acquired	70000	Indirect
2021-05-03	Class A Common Stock	S	3003	$332.6639	Disposed	66997	Indirect
2021-05-03	Class A Common Stock	S	8167	$333.565	Disposed	58830	Indirect
2021-05-03	Class A Common Stock	S	12133	$334.6754	Disposed	46697	Indirect
2021-05-03	Class A Common Stock	S	1731	$335.3514	Disposed	44966	Indirect
2021-05-03	Class A Common Stock	S	3200	$336.7995	Disposed	41766	Indirect
2021-05-03	Class A Common Stock	S	4715	$337.5815	Disposed	37051	Indirect
2021-05-03	Class A Common Stock	S	2317	$338.6748	Disposed	34734	Indirect
2021-05-03	Class A Common Stock	S	2351	$339.6929	Disposed	32383	Indirect
2021-05-03	Class A Common Stock	S	2834	$340.7483	Disposed	29549	Indirect
2021-05-03	Class A Common Stock	S	1997	$341.7979	Disposed	27552	Indirect
2021-05-03	Class A Common Stock	S	1152	$342.9334	Disposed	26400	Indirect
2021-05-03	Class A Common Stock	S	900	$343.8806	Disposed	25500	Indirect
2021-05-03	Class A Common Stock	S	400	$344.675	Disposed	25100	Indirect
2021-05-03	Class A Common Stock	S	100	$346.05	Disposed	25000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-03	Employee Stock Option (Right to Buy)	$2.76	M	45000	Disposed	2022-07-24	Class B Common Stock (45000)	Direct
2021-05-03	Class B Common Stock	$2.76	M	45000	Acquired	2022-07-24	Class A Common Stock (45000)	Direct
2021-05-03	Class B Common Stock	$2.76	C	45000	Disposed	2022-07-24	Class A Common Stock (45000)	Direct
2021-05-03	Employee Stock Option (right to buy)	$335.31	A	173	Acquired	2031-05-02	Class A Common Stock (173)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	36000	Indirect

Footnotes

F1: Shares sold pursuant to a Rule 10b5-1 Sales Plan.

F2: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $332.09 to $333.08 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 $333.09 to $334.08 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 $334.10 to $335.07 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.

F5: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $335.10 to $335.98 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.

F6: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $336.14 to $337.12 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 $337.15 to $338.14 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 $338.20 to $339.09 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.

F9: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $339.26 to $340.25 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 $340.26 to $341.24 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 $341.26 to $342.25 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 $342.37 to $343.21 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: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $343.41 to $344.33 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.

F14: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $344.56 to $345.01 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.

F15: This stock option is fully vested.

F16: 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.

F17: 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 $20,000.00.