Form Type: 4

SEC EDGAR Link
Acccession Number:0001716837-19-000144
Date:2019-08-13
Issuer: ROKU, INC (ROKU)
Original Submission Date:

Reporting Person:

KAY STEPHEN H
C/O ROKU, INC.
150 WINCHESTER CIRCLE LOS GATOS, CA 95032

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK 2019-08-13 C 15,779 a $5.64 65,779 direct
CLASS A COMMON STOCK 2019-08-13 C 9,531 a $6.12 75,310 direct
CLASS A COMMON STOCK 2019-08-13 C 3,694 a $5.64 79,004 direct
CLASS A COMMON STOCK 2019-08-13 C 3,000 a $2.94 82,004 direct
CLASS A COMMON STOCK 2019-08-13 C 4,000 a $2.94 86,004 direct
CLASS A COMMON STOCK 2019-08-13 C 5,000 a $5.64 91,004 direct
CLASS A COMMON STOCK 2019-08-13 S 2,036 d $134.62 88,968 direct
CLASS A COMMON STOCK 2019-08-13 S 2,120 d $135.63 86,848 direct
CLASS A COMMON STOCK 2019-08-13 S 1,169 d $136.79 85,679 direct
CLASS A COMMON STOCK 2019-08-13 S 1,537 d $137.85 84,142 direct
CLASS A COMMON STOCK 2019-08-13 S 1,368 d $138.88 82,774 direct
CLASS A COMMON STOCK 2019-08-13 S 1,996 d $140.01 80,778 direct
CLASS A COMMON STOCK 2019-08-13 S 1,607 d $140.94 79,171 direct
CLASS A COMMON STOCK 2019-08-13 S 167 d $141.82 79,004 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 5.64 2019-08-13 deemed execution date M 15,779 (d) 2026-11-07 class b common stock 15,779 $5.64 0 direct
CLASS B COMMON STOCK 5.64 2019-08-13 deemed execution date M 15,779 (a) 2026-11-07 class a common stock 15,779 $5.64 15,779 direct
CLASS B COMMON STOCK 5.64 2019-08-13 deemed execution date C 15,779 (d) 2026-11-07 class a common stock 15,779 $5.64 0 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 6.12 2019-08-13 deemed execution date M 16,339 (d) 2027-05-15 class b common stock 16,339 $6.12 0 direct
CLASS B COMMON STOCK 6.12 2019-08-13 deemed execution date M 16,339 (a) 2027-05-15 class a common stock 16,339 $6.12 16,339 direct
CLASS B COMMON STOCK 6.12 2019-08-13 deemed execution date C 9,531 (d) 2027-05-15 class a common stock 9,531 $6.12 6,808 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 5.64 2019-08-13 deemed execution date M 3,694 (d) 2025-03-22 class b common stock 3,694 $5.64 0 direct
CLASS B COMMON STOCK 5.64 2019-08-13 deemed execution date M 3,694 (a) 2025-03-22 class a common stock 3,694 $5.64 10,502 direct
CLASS B COMMON STOCK 5.64 2019-08-13 deemed execution date C 3,694 (d) 2025-03-22 class a common stock 3,694 $5.64 6,808 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 2.94 2019-08-13 deemed execution date M 3,000 (d) 2024-01-23 class b common stock 3,000 $2.94 19,216 direct
CLASS B COMMON STOCK 2.94 2019-08-13 deemed execution date M 3,000 (a) 2024-01-23 class a common stock 3,000 $2.94 9,808 direct
CLASS B COMMON STOCK 2.94 2019-08-13 deemed execution date C 3,000 (d) 2024-01-23 class a common stock 3,000 $2.94 6,808 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 2.94 2019-08-13 deemed execution date M 4,000 (d) 2024-01-23 class b common stock 4,000 $2.94 16,040 direct
CLASS B COMMON STOCK 2.94 2019-08-13 deemed execution date M 4,000 (a) 2024-01-23 class a common stock 4,000 $2.94 10,808 direct
CLASS B COMMON STOCK 2.94 2019-08-13 deemed execution date C 4,000 (d) 2024-01-23 class a common stock 4,000 $2.94 6,808 direct
EMPLOYEE STOCK OPTION (RIGHT TO BUY) 5.64 2019-08-13 deemed execution date M 5,000 (d) 2025-03-22 class b common stock 5,000 $5.64 46,436 direct
CLASS B COMMON STOCK 5.64 2019-08-13 deemed execution date M 5,000 (a) 2025-03-22 class a common stock 5,000 $5.64 11,808 direct
CLASS B COMMON STOCK 5.64 2019-08-13 deemed execution date C 5,000 (d) 2025-03-22 class a common stock 5,000 $5.64 6,808 direct
Footnotes
IDfootnote
f1 shares sold pursuant to mr. kay's 10b5-1 plan.
f2 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $134.13 to $135.10 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 $135.16 to $136.15 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 $136.28 to $137.24 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.
f5 the reported price in column 4 is a weighted average price. these shares were sold in multiple transactions at prices ranging from $137.31 to $138.21 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.
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 $139.29 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 $139.44 to $140.42 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 $140.52 to $141.49 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 $141.73 to $141.88 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 this stock option is fully vested.
f11 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.
f12 this stock option vests in 12 equal monthly installments beginning on the vesting commencement date of 1/2/2019. the shares underlying this option are early exercisable, subject to the issuer's right to repurchase.

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