SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Rosenberg Scott A.

(Last) (First) (Middle)
C/O ROKU, INC.
150 WINCHESTER CIRCLE

(Street)
LOS GATOS CA 95032

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ROKU, INC [ ROKU ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
GM, Sr. VP Advertising
3. Date of Earliest Transaction (Month/Day/Year)
04/02/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 04/02/2018 C 5,434(1) A $2.76 5,434 D
Class A Common Stock 04/02/2018 S 5,434(1) D $30.46 0 D
Class A Common Stock 04/02/2018 C 11,231(1) A $2.76 11,231 D
Class A Common Stock 04/02/2018 S 11,231(1) D $30.46 0 D
Class A Common Stock 04/02/2018 C 8,335(1) A $6.12 8,335 D
Class A Common Stock 04/02/2018 S 8,335(1) D $30.46 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $2.76 04/02/2018 M 5,434(2)(3) (4) 02/05/2023 Class B Common Stock 5,434 $2.76 0 D
Class B Common Stock $2.76 04/02/2018 M 5,434(2)(3) (4) 02/05/2023 Class A Common Stock 5,434 $2.76 5,434 D
Class B Common Stock $2.76 04/02/2018 C(2)(3) 5,434 (4) 02/05/2023 Class A Common Stock 5,434 $2.76 0 D
Employee Stock Option (Right to Buy) $2.76 04/02/2018 M 11,231(2)(3) (4) 02/05/2023 Class B Common Stock 11,231 $2.76 74,998 D
Class B Common Stock $2.76 04/02/2018 M 11,231(2)(3) (4) 02/05/2023 Class A Common Stock 11,231 $2.76 11,231 D
Class B Common Stock $2.76 04/02/2018 C(2)(3) 11,231 (4) 02/05/2023 Class A Common Stock 11,231 $2.76 0 D
Employee Stock Option (Right to Buy) $6.12 04/02/2018 M 8,335(2)(3) (5) 05/15/2027 Class B Common Stock 8,335 $6.12 25,000 D
Class B Common Stock $6.12 04/02/2018 M 8,335(2)(3) (5) 05/15/2027 Class A Common Stock 8,335 $6.12 8,335 D
Class B Common Stock $6.12 04/02/2018 C(2)(3) 8,335 (5) 05/15/2027 Class A Common Stock 8,335 $6.12 0 D
Explanation of Responses:
1. Shares sold pursuant to Mr. Rosenberg's 10b5-1 plan dated November 21, 2017.
2. 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. Following the closing of the Issuer's sale of its Class A Common Stock in its initial public offering pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, the Class B Common Stock will convert automatically into 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, (continued in footnote 3)
3. (footnote 4 continued), (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.
4. Granted February 05, 2013; vests one-fourth (1/4) on the first anniversary of the date of grant and the remaining three-fourths (3/4) vesting in equal monthly increments over the next three years.
5. Granted May 16, 2017; 1/48 of the Option vests in equal monthly installments from 3/23/15.
Remarks:
/s/ David Oh, attorney-in-fact 04/04/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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