SEC Form 4 · accession 0001716837-19-000002

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

Dec 28, 2018

Accepted (ET)

Jan 2, 2019 · 7:32 pm EST

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	Dec 28, 2018	C	2,604	$5.64	A	2,604	D
Class A Common Stock^F1,F2	Dec 28, 2018	S	2,604	$30.1439	D	0	D
Class A Common Stock	Dec 28, 2018	C	2,288	$5.64	A	2,288	D
Class A Common Stock^F1,F2	Dec 28, 2018	S	2,288	$30.1439	D	0	D
Class A Common Stock	Dec 28, 2018	C	316	$5.64	A	316	D
Class A Common Stock^F1,F2	Dec 28, 2018	S	316	$30.1439	D	0	D
Class A Common Stock	Dec 28, 2018	C	11,111	$5.64	A	11,111	D
Class A Common Stock^F1,F2	Dec 28, 2018	S	8,804	$30.1439	D	2,307	D
Class A Common Stock^F1,F3	Dec 28, 2018	S	2,307	$30.7797	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	Dec 28, 2018	M	2,604	D	—	Mar 22, 2025	Class B Common Stock	2,604	7,814	D
Class B Common Stock^F5,F6	$5.64	Dec 28, 2018	M	2,604	A	—	Mar 22, 2025	Class A Common Stock	2,604	2,604	D
Class B Common Stock^F5,F6	$5.64	Dec 28, 2018	C	2,604	D	—	Mar 22, 2025	Class A Common Stock	2,604	0	D
Employee Stock Option (right to buy)^F7	$5.64	Dec 28, 2018	M	2,288	D	—	May 16, 2026	Class B Common Stock	2,288	38,905	D
Class B Common Stock^F5,F6	$5.64	Dec 28, 2018	M	2,288	A	—	May 16, 2026	Class A Common Stock	2,288	2,288	D
Class B Common Stock^F5,F6	$5.64	Dec 28, 2018	C	2,288	D	—	May 16, 2026	Class A Common Stock	2,288	0	D
Employee Stock Option (right to buy)^F8	$5.64	Dec 28, 2018	M	316	D	—	May 16, 2026	Class B Common Stock	316	5,366	D
Class B Common Stock^F5,F6	$5.64	Dec 28, 2018	M	316	A	—	May 16, 2026	Class A Common Stock	316	316	D
Class B Common Stock^F5,F6	$5.64	Dec 28, 2018	C	316	D	—	May 16, 2026	Class A Common Stock	316	0	D
Employee Stock Option (right to buy)^F9	$5.64	Dec 28, 2018	M	11,111	D	—	Nov 7, 2026	Class B Common Stock	11,111	100,000	D
Class B Common Stock^F5,F6	$5.64	Dec 28, 2018	M	11,111	A	—	Nov 7, 2026	Class A Common Stock	11,111	11,111	D
Class B Common Stock^F5,F6	$5.64	Dec 28, 2018	C	11,111	D	—	Nov 7, 2026	Class A Common Stock	11,111	0	D

Explanation of responses

F1Shares sold pursuant to Mr. Smith's 10b5-1 plan dated November 20, 2017.
F2The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.59 to $30.58 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.
F3The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.61 to $30.94 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.
F4Granted March 23, 2015, vests monthly over 4 years. Fully vested as of 3/23/2019.
F5Each 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 6)
F6(footnote 5 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.
F7Granted November 8, 2016, vests monthly over 4 years from vest base date 5/17/2016. Fully vested as of 5/17/2020.
F8Granted December 20, 2016, vests monthly over 4 years from vest base date 5/17/2016. Fully vested as of 5/17/2020.
F9Granted November 8, 2016, vests monthly over 1 year from vest base date 9/2/18. Fully vested as of 9/2/2019.