ROKU, INC — Director's Dealing 2022

Mar 3, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ROKU, INC (ROKU)
CIK: 0001428439
Period of Report: 2022-03-01

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
2022-03-01	Class A Common Stock	C	40000	—	Acquired	65000.0	Indirect
2022-03-01	Class A Common Stock	C	40000	$5.64	Acquired	40000	Direct
2022-03-01	Class A Common Stock	G	40000	$5.64	Disposed	0.0	Direct
2022-03-01	Class A Common Stock	G	40000	$5.64	Acquired	105000	Indirect
2022-03-01	Class A Common Stock	S	7360	$135.8551	Disposed	97640	Indirect
2022-03-01	Class A Common Stock	S	15574	$136.7892	Disposed	82066	Indirect
2022-03-01	Class A Common Stock	S	17954	$137.9408	Disposed	64112	Indirect
2022-03-01	Class A Common Stock	S	17551	$138.9291	Disposed	46561	Indirect
2022-03-01	Class A Common Stock	S	18861	$139.8282	Disposed	27700	Indirect
2022-03-01	Class A Common Stock	S	2700	$140.6971	Disposed	25000	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-03-01	Class B Common Stock	$0	C	40000.0	Disposed		Class A Common Stock (40000)	Indirect
2022-03-01	Employee Stock Option (Right to Buy)	$5.64	M	40000	Disposed	2025-08-10	Class B Common Stock (40000)	Direct
2022-03-01	Class B Common Stock	$5.64	M	40000	Acquired	2025-08-10	Class A Common Stock (40000)	Direct
2022-03-01	Class B Common Stock	$5.64	C	40000	Disposed	2025-08-10	Class A Common Stock (40000)	Direct
2022-03-01	Employee Stock Option (right to buy)	$136.62	A	1708	Acquired	2032-02-28	Class A Common Stock (1708)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	36000.0	Indirect

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 $135.37 to $136.35 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 $136.37 to $137.36 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.

F5: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $137.37 to $138.36 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 $138.38 to $139.36 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.

F7: The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $139.38 to $140.35 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 $140.43 to $141.40 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: This stock option is fully vested.

F10: 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 $83,333.33.