Stephen H. Kay - Jun 13, 2024 Form 4 Insider Report for ROKU, INC (ROKU)

Role
SVP General Counsel, Secretary
Signature
/s/Renee Strandness, attorney-in-fact
Stock symbol
ROKU
Transactions as of
Jun 13, 2024
Transactions value $
-$673,973
Form type
4
Date filed
6/17/2024, 07:55 PM
Previous filing
Jun 5, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ROKU Class A Common Stock Conversion of derivative security +22K +26.81% 104K Jun 13, 2024 Direct F1
transaction ROKU Class A Common Stock Sale -$674K -12.1K -11.65% $55.59 91.9K Jun 13, 2024 Direct F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ROKU Employee Stock Option (Right to Buy) Options Exercise -$135K -22K -100% $6.12* 0 Jun 13, 2024 Class B Common Stock 22K $6.12 Direct F3
transaction ROKU Class B Common Stock Options Exercise $135K +22K $6.12* 22K Jun 13, 2024 Class A Common Stock 22K $6.12 Direct F1
transaction ROKU Class B Common Stock Conversion of derivative security $0 -22K -100% $0.00* 0 Jun 13, 2024 Class A Common Stock 22K $0.00 Direct F1
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 Each 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.
F2 Shares sold pursuant to Mr. Kay's 10b5-1 plan to satisfy income tax withholding obligations in connection with the exercise of a stock option.
F3 This stock option is fully vested.