SEC Form 4/A · accession 0001716837-18-000083

ROKU, INC · ROKU

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

This is an amendment (Form 4/A). It replaces an earlier filing for the same period.

Reporting owner

Chas Smith

Officer — GM, Sr. VP Roku TV & Players

Period of report

Jun 25, 2018

Accepted (ET)

Oct 29, 2018 · 8:08 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^F2,F7	Jun 25, 2018	C	6,944	$5.64	A	6,944	D
Class A Common Stock^F2,F7,F6	Jun 25, 2018	S	6,944	$42.4214	D	0	D
Class A Common Stock^F2,F7	Jun 25, 2018	C	56,574	$2.76	A	56,574	D
Class A Common Stock^F2,F7,F6	Jun 25, 2018	S	56,574	$42.4214	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)^F7,F1	$5.64	Jun 25, 2018	M	6,944	D	—	May 16, 2026	Class B Common Stock	6,944	8,207	D
Class B Common Stock^F7,F3,F4	$5.64	Jun 25, 2018	M	6,944	A	—	May 16, 2026	Class A Common Stock	6,944	6,944	D
Class B Common Stock^F7,F3,F4	$5.64	Jun 25, 2018	C	6,944	D	—	May 16, 2026	Class A Common Stock	6,944	0	D
Employee Stock Option (right to buy)^F7,F5	$2.76	Jun 25, 2018	M	56,574	D	—	Oct 30, 2022	Class B Common Stock	56,574	240,527	D
Class B Common Stock^F7,F3,F4	$2.76	Jun 25, 2018	M	56,574	A	—	Oct 30, 2022	Class A Common Stock	56,574	56,574	D
Class B Common Stock^F7,F3,F4	$2.76	Jun 25, 2018	C	56,574	D	—	Oct 30, 2022	Class A Common Stock	56,574	0	D

Explanation of responses

F1Granted December 20, 2016; 1/48 of the Option vests in equal monthly installments from 5/17/16 vest commencement date.
F2Shares sold pursuant to Mr. Smith's 10b5-1 plan dated November 20, 2017.
F3Each 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 5)
F4(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.
F5Granted October 30, 2012, first vest 25% on 9/13/2013 then monthly thereafter. Fully vested as of 9/1/2016.
F6The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.16 to $44.53 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.
F7This amendment is filed to correct the allocation of shares to the Options exercised, Converted from Class B to Class A, and sold as reported on Mr. Smith's previous Form 4 filed on 6/25/2018. One transaction was reported as involving 6,994 shares and another was reported as involving 56,524 shares. The correct share amounts for the transactions were 6,944 and 56,572, respectively. The ending shares balance as of 6/25/2018 has also been corrected to reflect 8,207 and 240,527, respectively.