SEC Form 4 · accession 0001716837-18-000078

ROKU, INC · ROKU

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

Reporting owner

Chas Smith

Officer — GM, Sr. VP Roku TV & Players

Period of report

Sep 25, 2018

Accepted (ET)

Sep 27, 2018 · 9:38 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	Sep 25, 2018	C	13,409	$5.64	A	13,409	D
Class A Common Stock^F1,F5	Sep 25, 2018	S	13,409	$72.6397	D	0	D
Class A Common Stock^F1	Sep 25, 2018	C	62,500	$5.64	A	62,500	D
Class A Common Stock^F1,F5	Sep 25, 2018	S	62,500	$72.6397	D	0	D
Class A Common Stock^F1	Sep 25, 2018	C	6,902	$5.64	A	6,902	D
Class A Common Stock^F1,F5	Sep 25, 2018	S	6,902	$72.6397	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)^F4	$5.64	Sep 25, 2018	M	13,409	D	—	Mar 22, 2025	Class B Common Stock	13,409	31,139	D
Class B Common Stock^F2,F3	$5.64	Sep 25, 2018	M	13,409	A	—	Mar 22, 2025	Class A Common Stock	13,409	13,409	D
Class B Common Stock^F2,F3	$5.64	Sep 25, 2018	C	13,409	D	—	Mar 22, 2025	Class A Common Stock	13,409	0	D
Employee Stock Option (right to buy)^F6	$5.64	Sep 25, 2018	M	62,500	D	—	Mar 22, 2025	Class B Common Stock	62,500	0	D
Class B Common Stock^F2,F3	$5.64	Sep 25, 2018	M	62,500	A	—	Mar 22, 2025	Class A Common Stock	62,500	62,500	D
Class B Common Stock^F2,F3	$5.64	Sep 25, 2018	C	62,500	D	—	Mar 22, 2025	Class A Common Stock	62,500	0	D
Employee Stock Option (right to buy)^F7	$5.64	Sep 25, 2018	M	6,902	D	—	May 16, 2026	Class B Common Stock	6,902	52,599	D
Class B Common Stock^F2,F3	$5.64	Sep 25, 2018	M	6,902	A	—	May 16, 2026	Class A Common Stock	6,902	6,902	D
Class B Common Stock^F2,F3	$5.64	Sep 25, 2018	C	6,902	D	—	May 16, 2026	Class A Common Stock	6,902	0	D

Explanation of responses

F1Shares sold pursuant to Mr. Smith's 10b5-1 plan dated June 8, 2018.
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.
F4Option granted March 23, 2015. Vest base date 3/23/15, vests monthly over 48 months with final vest on 3/23/2019.
F5The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.68 to $73.67 per share, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities adn Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F6Option granted March 23, 2015. Vest base date 9/1/16, vests monthly over 24 months with final vest on 9/1/18.
F7Option granted November 8, 2016. Vest base date 5/17/16, vests monthly over 48 months with final vest on 5/17/2020.