SEC Form 4 · accession 0001716837-19-000013

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

Jan 29, 2019

Accepted (ET)

Jan 31, 2019 · 4:18 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	Jan 29, 2019	C	2,605	$5.64	A	2,605	D
Class A Common Stock^F1,F2	Jan 29, 2019	S	2,605	$42.8592	D	0	D
Class A Common Stock	Jan 29, 2019	C	2,289	$5.64	A	2,289	D
Class A Common Stock^F1,F2	Jan 29, 2019	S	2,289	$42.8592	D	0	D
Class A Common Stock	Jan 29, 2019	C	315	$5.64	A	315	D
Class A Common Stock^F1,F2	Jan 29, 2019	S	315	$42.8592	D	0	D
Class A Common Stock	Jan 29, 2019	C	11,111	$5.64	A	11,111	D
Class A Common Stock^F1,F2	Jan 29, 2019	S	6,739	$42.8592	D	4,372	D
Class A Common Stock^F1,F3	Jan 29, 2019	S	1,497	$43.9405	D	2,875	D
Class A Common Stock^F1,F4	Jan 29, 2019	S	2,575	$45.027	D	300	D
Class A Common Stock^F1,F5	Jan 29, 2019	S	300	$45.8267	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)^F6	$5.64	Jan 29, 2019	M	2,605	D	—	Mar 22, 2025	Class B Common Stock	2,605	5,209	D
Class B Common Stock^F7	$5.64	Jan 29, 2019	M	2,605	A	—	Mar 22, 2025	Class A Common Stock	2,605	2,605	D
Class B Common Stock^F7	$5.64	Jan 29, 2019	C	2,605	D	—	Mar 22, 2025	Class A Common Stock	2,605	0	D
Employee Stock Option (right to buy)^F8	$5.64	Jan 29, 2019	M	2,289	D	—	May 16, 2026	Class B Common Stock	2,289	36,616	D
Class B Common Stock^F7	$5.64	Jan 29, 2019	M	2,289	A	—	May 16, 2026	Class A Common Stock	2,289	2,289	D
Class B Common Stock^F7	$5.64	Jan 29, 2019	C	2,289	D	—	May 16, 2026	Class A Common Stock	2,289	0	D
Employee Stock Option (right to buy)^F9	$5.64	Jan 29, 2019	M	315	D	—	May 16, 2026	Class B Common Stock	315	5,051	D
Class B Common Stock^F7	$5.64	Jan 29, 2019	M	315	A	—	May 16, 2026	Class A Common Stock	315	315	D
Class B Common Stock^F7	$5.64	Jan 29, 2019	C	315	D	—	May 16, 2026	Class A Common Stock	315	0	D
Employee Stock Option (right to buy)^F10	$5.64	Jan 29, 2019	M	11,111	D	—	Nov 7, 2026	Class B Common Stock	11,111	88,889	D
Class B Common Stock^F7	$5.64	Jan 29, 2019	M	11,111	A	—	Nov 7, 2026	Class A Common Stock	11,111	11,111	D
Class B Common Stock^F7	$5.64	Jan 29, 2019	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 June 8, 2018.
F10Granted November 8, 2016, vests monthly over 1 year from vest base date 9/2/18. Fully vested as of 9/2/2019.
F2The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.39 to $43.38 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 $43.42 to $44.39 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.
F4The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $44.45 to $45.44 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.
F5The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.80 to $45.86 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.
F6Granted March 23, 2015, vests monthly over 4 years. Fully vested as of 3/23/2019.
F7Each 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. Shares of Class B Common Stock will convert automatically into shares of 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, (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.
F8Granted November 8, 2016, vests monthly over 4 years from vest base date 5/17/2016. Fully vested as of 5/17/2020.
F9Granted December 20, 2016, vests monthly over 4 years from vest base date 5/17/2016. Fully vested as of 5/17/2020.