SEC Form 4 · accession 0001716837-18-000039

ROKU, INC · ROKU

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

Reporting owner

Stephen H Kay

Officer — SVP General Counsel, Secretary

Period of report

May 31, 2018

Accepted (ET)

Jun 4, 2018 · 5:35 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	May 31, 2018	C	34,013	$2.94	A	34,013	D
Class A Common Stock	May 31, 2018	C	1,951	$5.64	A	35,964	D
Class A Common Stock	May 31, 2018	C	14,036	$5.64	A	50,000	D
Class A Common Stock^F3	Jun 1, 2018	C	30,000	$2.94	A	30,000	D
Class A Common Stock^F3	Jun 1, 2018	S	30,000	$36.65	D	0	D
Class A Common Stock^F3	Jun 1, 2018	C	6,000	$2.94	A	6,000	D
Class A Common Stock^F3	Jun 1, 2018	S	6,000	$36.50	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (Right to Buy)^F1,F2,F4	$2.94	May 31, 2018	M	34,013	D	—	Jan 23, 2024	Class B Common Stock	34,013	0	D
Class B Common Stock^F1,F2	$2.94	May 31, 2018	M	34,013	A	—	Jan 23, 2024	Class A Common Stock	34,013	34,013	D
Class B Common Stock^F1,F2	$2.94	May 31, 2018	C	34,013	D	—	Jan 23, 2024	Class A Common Stock	34,013	0	D
Employee Stock Option (Right to Buy)^F1,F2,F5	$5.64	May 31, 2018	M	1,951	D	—	Nov 8, 2026	Class B Common Stock	1,951	15,779	D
Class B Common Stock^F1,F2	$5.64	May 31, 2018	M	1,951	A	—	Nov 8, 2026	Class A Common Stock	1,951	1,951	D
Class B Common Stock^F1,F2	$5.64	May 31, 2018	C	1,951	D	—	Nov 8, 2026	Class A Common Stock	1,951	0	D
Employee Stock Option (Right to Buy)^F1,F2,F6	$5.64	May 31, 2018	M	14,036	D	—	Mar 22, 2025	Class B Common Stock	14,036	3,694	D
Class B Common Stock^F1,F2	$5.64	May 31, 2018	M	14,036	A	—	Mar 22, 2025	Class A Common Stock	14,036	14,036	D
Class B Common Stock^F1,F2	$5.64	May 31, 2018	C	14,036	D	—	Mar 22, 2025	Class A Common Stock	14,036	0	D
Employee Stock Option (Right to Buy)^F1,F2,F4	$2.94	Jun 1, 2018	M	30,000	D	—	Jan 23, 2024	Class B Common Stock	30,000	243,216	D
Class B Common Stock^F1,F2	$2.94	Jun 1, 2018	M	30,000	A	—	Jan 23, 2024	Class A Common Stock	30,000	30,000	D
Class B Common Stock^F1,F2	$2.94	Jun 1, 2018	C	30,000	D	—	Jan 23, 2024	Class A Common Stock	30,000	0	D
Employee Stock Option (Right to Buy)^F1,F2,F4	$2.94	Jun 1, 2018	M	6,000	D	—	Jan 23, 2024	Class B Common Stock	6,000	84,040	D
Class B Common Stock^F1,F2	$2.94	Jun 1, 2018	M	6,000	A	—	Jan 23, 2024	Class A Common Stock	6,000	6,000	D
Class B Common Stock^F1,F2	$2.94	Jun 1, 2018	C	6,000	D	—	Jan 23, 2024	Class A Common Stock	6,000	0	D

Explanation of responses

F1Each 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. 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 on footnote 2)
F2(footnote 1 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.
F3Shares sold pursuant to Mr. Kay's 10b5-1 plan dated November 20, 2017.
F4Options were 1/4 vested on 12/31/14 then 1/48th monthly thereafter over a total of 4 years.
F5Options vested monthly (1/12th) over one year, first vest 2/2/18.
F6Options vest monthly (1/48th) over four years from first vest 4/23/15.