ROKU, INC — Director's Dealing 2021

May 19, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ROKU, INC (ROKU)
CIK: 0001428439
Period of Report: 2021-05-18

Reporting Person: Henricks Alan S. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-18	Class A Common Stock	C	1200	$2.28	Acquired	5487	Direct
2021-05-18	Class A Common Stock	S	1200	$324	Disposed	4287	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-18	Employee Stock Option (Right to Buy)	$2.28	M	1200	Disposed	2022-05-01	Class B Common Stock (1200)	Direct
2021-05-18	Class B Common Stock	$2.28	M	1200	Acquired	2022-05-01	Class A Common Stock (1200)	Direct
2021-05-18	Class B Common Stock	$2.28	C	1200	Disposed	2022-05-01	Class A Common Stock (1200)	Direct

Footnotes

F1: This stock option is fully vested.

F2: 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.