SEC Form 4 · accession 0001716837-18-000011

ROKU, INC · ROKU

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — GM, Sr. VP Advertising

Period of report

Apr 2, 2018

Accepted (ET)

Apr 4, 2018 · 8:32 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001428439

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Class A Common Stock^F1	Apr 2, 2018	C	5,434	$2.76	A	5,434	D
Class A Common Stock^F1	Apr 2, 2018	S	5,434	$30.46	D	0	D
Class A Common Stock^F1	Apr 2, 2018	C	11,231	$2.76	A	11,231	D
Class A Common Stock^F1	Apr 2, 2018	S	11,231	$30.46	D	0	D
Class A Common Stock^F1	Apr 2, 2018	C	8,335	$6.12	A	8,335	D
Class A Common Stock^F1	Apr 2, 2018	S	8,335	$30.46	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (Right to Buy)^F2,F3,F4	$2.76	Apr 2, 2018	M	5,434	D	—	Feb 5, 2023	Class B Common Stock	5,434	0	D
Class B Common Stock^F2,F3,F4	$2.76	Apr 2, 2018	M	5,434	A	—	Feb 5, 2023	Class A Common Stock	5,434	5,434	D
Class B Common Stock^F4	$2.76	Apr 2, 2018	C	5,434	D	—	Feb 5, 2023	Class A Common Stock	5,434	0	D
Employee Stock Option (Right to Buy)^F2,F3,F4	$2.76	Apr 2, 2018	M	11,231	D	—	Feb 5, 2023	Class B Common Stock	11,231	74,998	D
Class B Common Stock^F2,F3,F4	$2.76	Apr 2, 2018	M	11,231	A	—	Feb 5, 2023	Class A Common Stock	11,231	11,231	D
Class B Common Stock^F4	$2.76	Apr 2, 2018	C	11,231	D	—	Feb 5, 2023	Class A Common Stock	11,231	0	D
Employee Stock Option (Right to Buy)^F2,F3,F5	$6.12	Apr 2, 2018	M	8,335	D	—	May 15, 2027	Class B Common Stock	8,335	25,000	D
Class B Common Stock^F2,F3,F5	$6.12	Apr 2, 2018	M	8,335	A	—	May 15, 2027	Class A Common Stock	8,335	8,335	D
Class B Common Stock^F5	$6.12	Apr 2, 2018	C	8,335	D	—	May 15, 2027	Class A Common Stock	8,335	0	D

F1Shares sold pursuant to Mr. Rosenberg's 10b5-1 plan dated November 21, 2017.
F2Each 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)
F3(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.
F4Granted 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.
F5Granted May 16, 2017; 1/48 of the Option vests in equal monthly installments from 3/23/15.