SEC Form 4 · accession 0001716837-18-000044

ROKU, INC · ROKU

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

A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).

Reporting owner

Anthony J. Wood

Officer — CEO and Chairman BOD · Director

Period of report

Jun 13, 2018

Accepted (ET)

Jun 15, 2018 · 6:06 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	Jun 13, 2018	C	123,587	$0.16	A	125,179	D
Class A Common Stock^F4,F6	Jun 13, 2018	S	123,587	$42.9965	D	1,592	D
Class A Common Stock	Jun 14, 2018	C	123,568	$0.16	A	125,160	D
Class A Common Stock^F4,F7	Jun 14, 2018	S	123,587	$44.4545	D	1,592	D
Class A Common Stock	Jun 15, 2018	C	1,404	$0.00	A	2,996	D
Class A Common Stock^F8,F9	Jun 15, 2018	S	1,404	$43.9712	D	1,592	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	$0.16	Jun 13, 2018	M	248,150	D	Sep 19, 2009	Nov 17, 2018	Class B Common Stock	248,150	1,737,046	D
Class B Common Stock^F2,F3	$0.16	Jun 13, 2018	M	248,150	A	—	Nov 17, 2018	Class A Common Stock	248,150	248,150	D
Class B Common Stock^F2,F3	$0.16	Jun 13, 2018	C	123,587	D	—	Nov 17, 2018	Class A Common Stock	123,587	124,563	D
Employee Stock Option (right to buy)^F1	$0.16	Jun 14, 2018	M	248,149	D	Sep 19, 2009	Nov 17, 2018	Class B Common Stock	248,149	1,488,897	D
Class B Common Stock^F2,F3	$0.16	Jun 14, 2018	M	248,149	A	—	Nov 17, 2018	Class A Common Stock	248,149	372,172	D
Class B Common Stock^F2,F3	$0.16	Jun 14, 2018	C	123,568	D	—	Nov 17, 2018	Class A Common Stock	123,568	249,144	D
Class B Common Stock^F2,F3	$0.001	Jun 15, 2018	C	1,404	D	—	Nov 17, 2018	Class A Common Stock	1,404	247,740	D
Class B Common Stock^F5,F2,F3,F10	$0.001	holding	—	—	—	—	—	Class A Common Stock	20,428,391	20,428,391	I

Explanation of responses

F1Granted September 19, 2008. 25% of initial grant vested on September 19, 2009 and the remaining 3/4 vested in equal monthly increments thereafter. The grant was fully vested on September 19, 2012..
F10100% vested Class B shares.
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. 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 3)
F3(footnote 2 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.
F4Shares sold pursuant to Mr. Wood's 10b5-1 plan.
F5Transfer on 5/11/18 of Class B Common Stock held by Anthony Wood to the Wood Revocable Trust.
F6The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $40.92 to $43.86 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.
F7The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.79 to $45.7663 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.
F8Additional shares sold to cover taxes.
F9The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $43.9201 to $44.3289 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.