Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*

(Last) (First) (Middle)


(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP General Counsel, Secretary
3. Date of Earliest Transaction (Month/Day/Year)
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 06/01/2021 M 2,637 A $0.0 79,949 D
Class A Common Stock 06/02/2021 S 1,335(1) D $340.6433 78,614 D
Class A Common Stock 06/03/2021 S 1,302(2) D $332.06 77,312 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
Restricted Stock Unit $0.0 06/01/2021 M 2,637 03/01/2020 (3) Class A Common Stock 2,637 $0.0 5,273 D
Explanation of Responses:
1. These shares were sold by the Company in order to meet the tax withholding obligations of the award holder in connection with the vesting of an installment of the restricted stock unit award.
2. Shares sold pursuant to Mr. Kay's 10b5-1 plan.
3. This RSU vests ratably in 16 quarterly installments. The first installment vested on March 1, 2020.
/s/ Christy Lillquist, attorney-in-fact 06/03/2021
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

       Know all by these presents, that the undersigned hereby constitutes and appoints each of Christy Lillquist,

Mark Tanoury, John McKenna and Seth Gottlieb, signing individually, the undersigned's true and lawful attorneys-in

fact and agents to:

       (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an

officer, director or beneficial owner of more than 10% of a registered class of securities of Roku,

Inc. (the "Company"), Forms 3, 4 and 5 (including any amendments thereto) in accordance with

Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the

rules thereunder and a Form ID, Uniform Application for Access Codes to File on EDGAR;

       (2) do and perform any and all acts for and on behalf of the undersigned that may be

necessary or desirable to execute such Forms 3, 4 or 5 or Form ID (including any amendments

thereto) and timely file such forms with the United States Securities and Exchange Commission

and any stock exchange or similar authority; and

       (3) take any other action of any nature whatsoever in connection with the foregoing

which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally

required by, the undersigned, it being understood that the documents executed by such attorney-

in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and

shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-

fact's discretion.

       The undersigned hereby grants to each such attorney-in-fact full power and authority to do and

perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise

of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned

might or could do if personally present, with full power of substitution or revocation, hereby ratifying and

confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully

do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The

undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request

of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's

responsibilities to comply with Section 16 of the Exchange Act.

       This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the

undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of

and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed

writing delivered to the foregoing attorneys-in-fact or (c) as to any attorney-in-fact individually, until

such attorney-in-fact is no longer employed by the Company or Cooley LLP.

       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of

March 29, 2019.

/s/ Stephen H. Kay

Stephen H. Kay

201606082 v1